ZILLOW GROUP, INC. — Director's Dealing 2018

Nov 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2018-11-21

Reporting Person: HOAG JAY C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-21	Class C Common Stock	P	650000	$29.087	Acquired	2535000	Indirect
2018-11-23	Class C Common Stock	P	200000	$29.4736	Acquired	2735000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	384337	Indirect
Class A Common Stock	29049	Indirect
Class C Common Stock	58098	Indirect

Footnotes

F1: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $28.81 to $29.27 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F2: These shares are directly held by Mariner Investor II, L.P. ("Mariner II"). Jay C. Hoag is a Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII"). Management VIII is the sole general partner of Technology Crossover Management VIII, L.P., which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Mariner Investor GP II, LLC, which in turn is the sole general partner of Mariner II. Mr. Hoag may be deemed to beneficially own the shares held by Mariner II but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $28.97 to $29.72 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F4: Mr. Hoag is a trustee of Hoag Family Trust U/A Dtd 8/2/94. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.