ZILLOW GROUP, INC. — Director's Dealing 2017

May 11, 2017

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: Beitel David A. (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-09	Class A Common Stock	M	38823.0000	$24.8077	Acquired	38827.0000	Direct
2017-05-09	Class A Common Stock	M	2688.0000	$10.9934	Acquired	41515.0000	Direct
2017-05-09	Class A Common Stock	M	2500.0000	$17.4863	Acquired	44015.0000	Direct
2017-05-09	Class A Common Stock	S	1200.0000	$43.2625	Disposed	42815.0000	Direct
2017-05-09	Class A Common Stock	S	42243.0000	$42.6777	Disposed	572.0000	Direct
2017-05-09	Class C Capital Stock	M	24999.0000	$26.0600	Acquired	59068.0000	Direct
2017-05-09	Class C Capital Stock	M	7500.0000	$22.4100	Acquired	66568.0000	Direct
2017-05-09	Class C Capital Stock	M	5376.0000	$12.6833	Acquired	71944.0000	Direct
2017-05-09	Class C Capital Stock	M	5000.0000	$20.1743	Acquired	76944.0000	Direct
2017-05-10	Class A Common Stock	S	568.0000	$43.0086	Disposed	4.0000	Direct
2017-05-10	Class C Capital Stock	S	42875.0000	$42.8993	Disposed	34069.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-09	Stock Option (Right to Buy)	$10.9934	M	2688.0000	Disposed	2020-01-24	Class A Common Stock (2688.0000)	Direct
2017-05-09	Stock Option (Right to Buy)	$24.8077	M	38823.0000	Disposed	2021-01-02	Class A Common Stock (38823.0000)	Direct
2017-05-09	Stock Option (Right to Buy)	$17.4863	M	2500.0000	Disposed	2020-06-27	Class A Common Stock (2500.0000)	Direct
2017-05-09	Stock Option (Right to Buy)	$12.6833	M	5376.0000	Disposed	2020-01-24	Class C Capital Stock (5376.0000)	Direct
2017-05-09	Stock Option (Right to Buy)	$22.4100	M	7500.0000	Disposed	2026-03-28	Class C Capital Stock (7500.0000)	Direct
2017-05-09	Stock Option (Right to Buy)	$20.1743	M	5000.0000	Disposed	2020-06-27	Class C Capital Stock (5000.0000)	Direct
2017-05-09	Stock Option (Right to Buy)	$26.0600	M	24999.0000	Disposed	2022-08-18	Class C Capital Stock (24999.0000)	Direct

Footnotes

F1: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $43.21 to $43.31. 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 $42.18 to $43.16. 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 $42.90 to $43.16. 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: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $42.58 to $43.16. 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.

F5: 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.