ZILLOW GROUP, INC. — Director's Dealing 2018

Aug 28, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2018-08-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-27	Class C Capital Stock	M	58050.0000	$10.0392	Acquired	70050.0000	Direct
2018-08-27	Class C Capital Stock	S	58050.0000	$47.6566	Disposed	12000.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-27	Stock Option (Right to Buy)	$10.0392	M	58050.0000	Disposed	2019-12-26	Class C Capital Stock (58050.0000)	Direct

Footnotes

F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 16, 2017.

F2: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $47.18 to $47.99. 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. 1/8th 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.