ZILLOW GROUP, INC. — Director's Dealing 2017

Feb 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2017-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Class A Common Stock	M	1046.0000	$0.0000	Acquired	40135.0000	Direct
2017-02-17	Class A Common Stock	M	664.0000	$0.0000	Acquired	40799.0000	Direct
2017-02-17	Class C Capital Stock	M	2092.0000	$0.0000	Acquired	76966.0000	Direct
2017-02-17	Class C Capital Stock	M	1328.0000	$0.0000	Acquired	78294.0000	Direct
2017-02-21	Class A Common Stock	S	654.0000	$34.6140	Disposed	40145.0000	Direct
2017-02-21	Class C Capital Stock	S	1314.0000	$34.9443	Disposed	76980.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	Restricted Stock Units	$0.0000	M	1046.0000	Disposed		Class A Common Stock (1046.0000)	Direct
2017-02-17	Restricted Stock Units	$0.0000	M	664.0000	Disposed		Class A Common Stock (664.0000)	Direct
2017-02-17	Restricted Stock Units	$0.0000	M	2092.0000	Disposed		Class C Capital Stock (2092.0000)	Direct
2017-02-17	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.

F2: 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.

F3: 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.