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: Stephenson Gordon Sheridan (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-17	Class A Common Stock	A	1000	—	Acquired	1000	Direct
2015-02-17	Class A Common Stock	A	25502	—	Acquired	25502	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-17	Stock Option (right to buy)	$3.2448	A	7396	Acquired	2017-09-15	Class A Common Stock (7396)	Direct
2015-02-17	Stock Option (right to buy)	$31.02	A	9001	Acquired	2019-03-01	Class A Common Stock (9001)	Direct
2015-02-17	Stock Option (right to buy)	$45.59	A	6138	Acquired	2020-03-01	Class A Common Stock (6138)	Direct
2015-02-17	Stock Option (right to buy)	$82.74	A	4602	Acquired	2021-03-03	Class A Common Stock (4602)	Direct

Footnotes

F1: Class A Common Stock and derivative securities of Zillow Group, Inc., f/k/a Zebra Holdco, Inc. (the "Issuer"), were 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: Option is fully vested and exercisable.