ZILLOW GROUP, INC. — Director's Dealing 2018

Nov 30, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2018-11-28

Reporting Person: HOAG JAY C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-28	Class C Common Stock	P	149840	$33.6273	Acquired	149840	Indirect
2018-11-28	Class C Common Stock	P	103634	$34.9121	Acquired	253474	Indirect
2018-11-28	Class C Common Stock	P	42279	$33.6273	Acquired	42279	Indirect
2018-11-28	Class C Common Stock	P	29242	$34.9121	Acquired	71521	Indirect
2018-11-28	Class C Common Stock	P	8003	$33.6273	Acquired	8003	Indirect
2018-11-28	Class C Common Stock	P	5534	$34.9121	Acquired	13537	Indirect
2018-11-28	Class C Common Stock	P	11611	$33.6273	Acquired	11611	Indirect
2018-11-28	Class C Common Stock	P	8030	$34.9121	Acquired	19641	Indirect
2018-11-29	Class A Common Stock	P	70768	$35.5935	Acquired	70768	Indirect
2018-11-29	Class A Common Stock	P	19968	$35.5935	Acquired	19968	Indirect
2018-11-29	Class A Common Stock	P	3780	$35.5935	Acquired	3780	Indirect
2018-11-29	Class A Common Stock	P	5484	$35.5935	Acquired	5484	Indirect
2018-11-29	Class C Common Stock	P	145945	$35.9111	Acquired	399419	Indirect
2018-11-29	Class C Common Stock	P	41181	$35.9111	Acquired	112702	Indirect
2018-11-29	Class C Common Stock	P	7795	$35.9111	Acquired	21332	Indirect
2018-11-29	Class C Common Stock	P	11309	$35.9111	Acquired	30950	Indirect
2018-11-30	Class C Common Stock	P	272458	$36.2993	Acquired	671877	Indirect
2018-11-30	Class C Common Stock	P	76878	$36.2993	Acquired	189580	Indirect
2018-11-30	Class C Common Stock	P	14551	$36.2993	Acquired	35883	Indirect
2018-11-30	Class C Common Stock	P	21113	$36.2993	Acquired	52063	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	384337	Indirect
Class C Common Stock	2735000	Indirect
Class A Common Stock	29049	Indirect
Class C Common Stock	58098	Indirect

Footnotes

F1: These shares are directly held by TCV Mariner Investor IX, L.P. ("TCV Mariner"). Jay C. Hoag is a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV Mariner Investor IX, LLC ("Mariner GP"), which in turn is the sole general partner of TCV Mariner. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F2: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $34.835 to $35.00 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.

F3: These shares are directly held by TCV Mariner Investor IX (A), L.P. ("TCV Mariner A"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of Mariner GP, which in turn is the sole general partner of TCV Mariner A. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner A, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F4: These shares are directly held by TCV Mariner Investor IX (B), L.P. ("TCV Mariner B"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of Mariner GP, which in turn is the sole general partner of TCV Mariner B. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner B, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F5: These shares are directly held by TCV Mariner Investor IX (MF), L.P. ("TCV Mariner MF"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of Mariner GP, which in turn is the sole general partner of TCV Mariner MF. Mr. Hoag is a limited partner of TCV Member Fund, L.P., which is the sole limited partner of TCV Mariner MF. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner MF, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F6: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $35.69 to $36.00 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.

F7: This number represents a weighted average sale price per share. The shares were sold at prices ranging from $36.0681 to $ 36.55 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.

F8: 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.

F9: 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.