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ZILLOW GROUP, INC. Director's Dealing 2017

Jan 13, 2017

30299_dirs_2017-01-13_1d5c1552-2f01-45bc-bb7e-d89910ca1f07.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2017-01-11

Reporting Person: Rascoff Spencer M (Director, Chief Executive Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-01-11 Class A Common Stock M 7500.0000 $0.9811 Acquired 7500.0000 Direct
2017-01-11 Class A Common Stock S 7500.0000 $36.5577 Disposed 0.0000 Direct
2017-01-11 Class C Capital Stock M 14900.0000 $1.1319 Acquired 26900.0000 Direct
2017-01-11 Class C Capital Stock S 14900.0000 $36.0545 Disposed 12000.0000 Direct
2017-01-12 Class A Common Stock M 7500.0000 $0.9811 Acquired 7500.0000 Direct
2017-01-12 Class A Common Stock S 600.0000 $37.3560 Disposed 6900.0000 Direct
2017-01-12 Class A Common Stock S 6900.0000 $36.9505 Disposed 0.0000 Direct
2017-01-12 Class C Capital Stock M 14900.0000 $1.1319 Acquired 26900.0000 Direct
2017-01-12 Class C Capital Stock S 3300.0000 $36.8570 Disposed 23600.0000 Direct
2017-01-12 Class C Capital Stock S 11600.0000 $36.4130 Disposed 12000.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-01-11 Stock Option (Right to Buy) $0.9811 M 7500.0000 Disposed 2017-09-15 Class A Common Stock (7500.0000) Direct
2017-01-11 Stock Option (Right to Buy) $1.1319 M 14900.0000 Disposed 2017-09-15 Class C Capital Stock (14900.0000) Direct
2017-01-12 Stock Option (Right to Buy) $0.9811 M 7500.0000 Disposed 2017-09-15 Class A Common Stock (7500.0000) Direct
2017-01-12 Stock Option (Right to Buy) $1.1319 M 14900.0000 Disposed 2017-09-15 Class C Capital Stock (14900.0000) Direct

Footnotes

F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 15, 2016.

F2: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $36.34 to $36.89. 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.

F3: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $35.70 to $36.65. 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 $37.32 to $37.43. 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: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $36.31 to $37.30. 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.

F6: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $36.81 to $36.99. 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.

F7: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $35.80 to $36.80. 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.

F8: Date at which first vesting occurs is indicated. 1/4th of the total number of shares originally subject to the option become exercisable at the first vesting date and an additional 1/48th become exercisable each month thereafter until the option is fully vested.