ZILLOW GROUP, INC. — Director's Dealing 2017

Mar 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2017-03-07

Reporting Person: Beitel David A. (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-07	Class C Capital Stock	A	27330.0000	$0.0000	Acquired	34069.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-07	Stock Option (Right to Buy)	$35.1600	A	81990.0000	Acquired	2027-03-07	Class C Capital Stock (81990.0000)	Direct

Footnotes

F1: Represents a grant of restricted stock units that will vest as to 1/16th of the total amount of shares subject to the grant on each of the issuer's quarterly vesting dates until the restricted stock units are fully vested.

F2: Date at which first vesting occurs us indicated. 1/16th of the total number of shares subject to the option become exercisable at the first vesting date and an additional 1/16th become exercisable on each issuer quarterly vesting date occurring thereafter until the option is fully vested.