ZILLOW GROUP, INC. — Director's Dealing 2017

May 25, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2017-05-23

Reporting Person: Frink Lloyd D (Director, Vice Chairman & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-23	Class C Capital Stock	S	6800.0000	$42.3563	Disposed	4559208.0000	Direct
2017-05-23	Class C Capital Stock	S	6800.0000	$41.6595	Disposed	4552408.0000	Direct
2017-05-24	Class C Capital Stock	S	1901.0000	$43.6074	Disposed	4550507.0000	Direct
2017-05-24	Class C Capital Stock	S	11699.0000	$42.9323	Disposed	4538808.0000	Direct
2017-05-23	Class C Capital Stock	S	1102.0000	$42.3813	Disposed	1176062.0000	Indirect
2017-05-23	Class C Capital Stock	S	3398.0000	$41.8870	Disposed	1172664.0000	Indirect
2017-05-24	Class C Capital Stock	S	999.0000	$43.6179	Disposed	1171665.0000	Indirect
2017-05-24	Class C Capital Stock	S	3501.0000	$42.8582	Disposed	1168164.0000	Indirect

Footnotes

F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 7, 2016.

F2: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $42.18 to $42.61. 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 $41.17 to $42.17. 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: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $43.49 to $43.73. 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: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $42.48 to $43.44. 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.

F6: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $42.31 to $42.5350. 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.

F7: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $41.29 to $42.28. 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.

F8: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $43.52 to $43.70. 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.

F9: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $42.51 to $43.36. 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.