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ZILLOW GROUP, INC. Director's Dealing 2017

May 19, 2017

30299_dirs_2017-05-19_269679f2-942d-4a96-9dec-907cecd99f5d.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: 2017-05-17

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-17 Class A Common Stock M 1045.0000 $0.0000 Acquired 41190.0000 Direct
2017-05-17 Class A Common Stock M 664.0000 $0.0000 Acquired 41854.0000 Direct
2017-05-17 Class C Capital Stock M 2090.0000 $0.0000 Acquired 91095.0000 Direct
2017-05-17 Class C Capital Stock M 1328.0000 $0.0000 Acquired 92423.0000 Direct
2017-05-18 Class A Common Stock S 2105.0000 $41.1511 Disposed 39749.0000 Direct
2017-05-18 Class C Capital Stock S 4562.0000 $41.1541 Disposed 87861.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-17 Restricted Stock Units $0.0000 M 1045.0000 Disposed Class A Common Stock (1045.0000) Direct
2017-05-17 Restricted Stock Units $0.0000 M 664.0000 Disposed Class A Common Stock (664.0000) Direct
2017-05-17 Restricted Stock Units $0.0000 M 2090.0000 Disposed Class C Capital Stock (2090.0000) Direct
2017-05-17 Restricted Stock Units $0.0000 M 1328.0000 Disposed Class C Capital Stock (1328.0000) Direct

Footnotes

F1: Represents shares sold to cover tax withholding due upon vesting of restricted stock units.

F2: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $41.13 to $41.1701. 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 $41.12 to $41.17. 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: 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.

F5: 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.