ZILLOW GROUP, INC. — Director's Dealing 2015

Nov 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2015-11-18

Reporting Person: Flint Peter (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-16	Class C Capital Stock	G	2000.0000	$0.0000	Disposed	1285556.0000	Direct
2015-11-18	Class A Common Stock	M	22200.0000	$0.0000	Acquired	665978.0000	Direct
2015-11-18	Class C Capital Stock	M	44400.0000	$0.0000	Acquired	1329956.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-18	Restricted Stock Units	$0.0000	M	22200.0000	Disposed		Class A Common Stock (22200.0000)	Direct
2015-11-18	Restricted Stock Units	$0.0000	M	44400.0000	Disposed		Class C Capital Stock (44400.0000)	Direct

Footnotes

F1: On July 21, 2015, the Issuer announced a stock dividend pursuant to which all holders of Class A Common Stock on July 31, 2015, the record date for the dividend, received on August 14, 2015 two shares of Class C Capital Stock for each share of Class A Common Stock held by them as of the record date (the "Class C Dividend"). The holdings in this column include shares of Class C Capital Stock received by the Reporting Person pursuant to the Class C Dividend.

F2: These restricted stock units ("RSUs") were previously reported as RSUs entitling the Reporting Person to receive one share of Class A Common Stock for each share underlying the RSUs as they vest. As a result of the Class C Dividend, these RSUs were proportionately adjusted and now relate to one share of Class A Common Stock and two shares of Class C Capital Stock for each share of Class A Common Stock that was subject to the RSUs as of the record date.

F3: Date at which first vesting occurs is indicated. 1/6th of the total number of shares originally subject to the grant of Restricted Stock Units ("RSU") becomes exercisable at the first vesting date and an additional 1/6th becomes exercisable each quarter thereafter until the RSU is fully vested.

F4: Unless earlier forfeited under the terms of the RSU, the RSU vests as to 1/6th of the RSUs in six substantially equal quarterly tranches, beginning February 11, 2015.

F5: Date at which first vesting occurs is indicated. The remainder of the unvested RSU will vest in accordance with the vesting schedule of the related RSU for Class A shares, as adjusted, for which the Class C dividend was paid.

F6: The remainder of the unvested RSU will vest in accordance with the vesting schedule of the related RSU for Class A shares, as adjusted, for which the Class C dividend was paid.