ZILLOW GROUP, INC. — Director's Dealing 2015

Aug 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2015-08-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-17	Class A Common Stock	M	1328.0000	$0.0000	Acquired	59840.0000	Direct
2015-08-17	Class C Capital Stock	M	2656.0000	$0.0000	Acquired	119680.0000	Direct
2015-08-18	Class A Common Stock	S	647.0000	$27.3955	Disposed	59193.0000	Direct
2015-08-18	Class C Capital Stock	S	1321.0000	$26.0314	Disposed	118359.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-17	Restricted Stock Units	$0.0000	M	1328.0000	Disposed		Class A Common Stock (1328.0000)	Direct
2015-08-17	Restricted Stock Units	$0.0000	M	2656.0000	Disposed		Class C Capital Stock (2656.0000)	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: Represents shares sold to cover tax withholding due upon vesting.

F3: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $27.3901 to $27.4250. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.

F4: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $26.021 to $26.038. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.

F5: 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.

F6: 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.

F7: 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.