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ZILLOW GROUP, INC. Director's Dealing 2017

May 11, 2017

30299_dirs_2017-05-11_58520ea3-3e00-4f3d-b2f8-cbabf0874551.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: 2017-05-09

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-09 Class A Common Stock M 116347.0000 $8.7016 Acquired 116347.0000 Direct
2017-05-09 Class A Common Stock M 19551.0000 $9.2096 Acquired 135898.0000 Direct
2017-05-09 Class A Common Stock S 135898.0000 $42.6624 Disposed 0.0000 Direct
2017-05-09 Class C Capital Stock M 39102.0000 $10.6252 Acquired 51102.0000 Direct
2017-05-09 Class C Capital Stock S 39102.0000 $42.7085 Disposed 12000.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-09 Stock Option (Right to Buy) $9.2096 M 19551.0000 Disposed 2019-02-02 Class A Common Stock (19551.0000) Direct
2017-05-09 Stock Option (Right to Buy) $8.7016 M 116347.0000 Disposed 2019-12-26 Class A Common Stock (116347.0000) Direct
2017-05-09 Stock Option (Right to Buy) $10.6252 M 39102.0000 Disposed 2019-02-02 Class C Capital Stock (39102.0000) Direct

Footnotes

F1: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $42.18 to $43.14. 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.

F2: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $42.2750 to $43.21. 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: 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.

F4: Date at which first vesting occurs is indicated. 1/8th of the total number of shares originally subject to the option becomes vested at the first vesting date and an additional 1/96th each month thereafter. An additional 1/8th of the total number of the shares originally subject to the option becomes vested on the one-year anniversary of the date of the first vesting and an additional 1/96th each month thereafter until the option is fully vested.