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ZILLOW GROUP, INC. Director's Dealing 2015

Feb 20, 2015

30299_dirs_2015-02-20_a4bd41be-34ac-4916-8dd2-aed23c619eb2.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z)
CIK: 0001617640
Period of Report: 2015-02-18

Reporting Person: Levine Paul M. (President of Trulia, Inc.)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-18 Restricted Stock Units $0.0000 A 16734.0000 Acquired Class A Common Stock (16734.0000) Direct
2015-02-18 Restricted Stock Units $0.0000 A 10625.0000 Acquired Class A Common Stock (10625.0000) Direct
2015-02-18 Stock Option (Right to Buy) $125.4900 A 50000.0000 Acquired 2025-02-18 Class A Common Stock (50000.0000) Direct
2015-02-18 Stock Option (Right to Buy) $125.4900 A 10625.0000 Acquired 2022-02-18 Class A Common Stock (10625.0000) Direct

Footnotes

F1: Represents restricted stock units, of which 1/4 vest on the one-year anniversary of 2/17/15 and an additional 1/16th vest after each three-month period thereafter over the next three years.

F2: Represents restricted stock units of which 1/8th vest on the six-month anniversary of 2/17/15 and an additional 1/16th vest after each three-month period thereafter over the next three and a half years.

F3: Date at which first vesting occurs is indicated. 1/16th of the total number of shares originally subject to the option becomes vested at the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the one-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the two-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; and an additional 1/16th of the total number of shares originally subject to the option becomes vested on the three-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years until the option is fully vested.

F4: Date at which first vesting occurs is indicated. 1/8th of the total number of shares originally subject to the option becomes vested at the first vesting date and an additional 1/16th becomes vested after each three month period thereafter over the next three and a half years.