ZILLOW GROUP, INC. — Director's Dealing 2017

Feb 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2017-02-01

Reporting Person: Schwartz Greg M (Chief Business Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-01	Class C Capital Stock	M	3750.0000	$1.1319	Acquired	3750.0000	Direct
2017-02-01	Class C Capital Stock	S	3750.0000	$35.3900	Disposed	0.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-01	Stock Option (Right to Buy)	$1.1319	M	3750.0000	Disposed	2017-09-15	Class C Capital Stock (3750.0000)	Direct

Footnotes

F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 17, 2016.

F2: 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.