ZILLOW GROUP, INC. — Director's Dealing 2017

Nov 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2017-11-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-15	Class A Common Stock	M	73279.0000	$8.7016	Acquired	73279.0000	Direct
2017-11-15	Class A Common Stock	M	68221.0000	$10.9934	Acquired	141500.0000	Direct
2017-11-15	Class A Common Stock	S	36900.0000	$39.8784	Disposed	104600.0000	Direct
2017-11-15	Class A Common Stock	S	104600.0000	$39.4232	Disposed	0.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-15	Stock Option (Right to Buy)	$10.9934	M	68221.0000	Disposed	2023-01-24	Class A Common Stock (68221.0000)	Direct
2017-11-15	Stock Option (Right to Buy)	$8.7016	M	73279.0000	Disposed	2019-12-26	Class A Common Stock (73279.0000)	Direct

Footnotes

F1: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $39.80 to $40.0150. 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 $38.79 to $39.79. 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.