ZILLOW GROUP, INC. — Director's Dealing 2018

Mar 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2018-03-05

Reporting Person: Wacksman Jeremy (Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-05	Class A Common Stock	M	11000.0000	$24.8077	Acquired	11468.0000	Direct
2018-03-05	Class A Common Stock	S	11000.0000	$50.3248	Disposed	468.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-05	Stock Option (Right to Buy)	$24.8077	M	11000.0000	Disposed	2021-01-02	Class A Common Stock (11000.0000)	Direct
2018-03-07	Stock Option (Right to Buy)	$53.9600	A	182100.0000	Acquired	2028-03-07	Class C Capital Stock (182100.0000)	Direct

Footnotes

F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 29, 2017.

F2: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $50.00 to $50.77. 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 us indicated. 1/16th of the total number of shares subject to the option become exercisable at the first vesting date and an additional 1/16th become exercisable on each issuer quarterly vesting date occurring thereafter until the option is fully vested.