ZILLOW GROUP, INC. — Director's Dealing 2015

Feb 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z)
CIK: 0001617640
Period of Report: 2015-02-17

Reporting Person: Samuelson Errol G (Chief Industry Dev. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-17	Class A Common Stock	A	48198	—	Acquired	48198	Direct

Footnotes

F1: Class A Common Stock of Zillow Group, Inc., f/k/a Zebra Holdco, Inc. (the "Issuer"), was acquired pursuant to the transactions contemplated by the Agreement and Plan of Merger among Zillow, Inc. ("Zillow"), the Issuer, and Trulia, Inc., dated as of July 28, 2014 (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement (the "Effective Time"), Zillow became a wholly owned subsidiary of the Issuer, and each share of Class A Common Stock of Zillow was converted into one share of Class A Common Stock of the Issuer. Derivative securities relating to the Class A Common Stock of Zillow were assumed by the Issuer and converted into derivative securities relating to an equal number of shares of Class A Common Stock of the Issuer on otherwise the same terms and conditions (including the vesting schedule and exercise price) that applied to such derivative securities immediately prior to the Effective Time.

F2: Consists of restricted stock units granted under the Zillow's Amended and Restated 2011 Incentive Plan assumed by the Issuer (the "Plan") that vest as to 1/16th of the total shares originally subject to the restricted stock units after each three-month period following March 26, 2014, subject to the terms of the Plan and continued employment.