ZILLOW GROUP, INC. — Director's Dealing 2018

Feb 15, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2018-02-13

Reporting Person: Schwartz Greg M (Chief Business Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-13	Class A Common Stock	M	43000.0000	$10.9934	Acquired	43000.0000	Direct
2018-02-13	Class A Common Stock	S	43000.0000	$44.3051	Disposed	0.0000	Direct
2018-02-13	Class C Capital Stock	M	39000.0000	$12.6833	Acquired	51580.0000	Direct
2018-02-13	Class C Capital Stock	S	39000.0000	$44.5101	Disposed	12580.0000	Direct
2018-02-14	Class C Capital Stock	M	60000.0000	$28.6211	Acquired	72580.0000	Direct
2018-02-14	Class C Capital Stock	S	60000.0000	$46.1764	Disposed	12580.0000	Direct
2018-02-15	Class C Capital Stock	S	338.0000	$47.2450	Disposed	12242.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-13	Stock Option (Right to Buy)	$10.9934	M	43000.0000	Disposed	2020-01-24	Class A Common Stock (43000.0000)	Direct
2018-02-13	Stock Option (Right to Buy)	$12.6833	M	39000.0000	Disposed	2020-01-24	Class C Capital Stock (39000.0000)	Direct
2018-02-14	Stock Option (Right to Buy)	$28.6211	M	60000.0000	Disposed	2021-01-02	Class C Capital Stock (60000.0000)	Direct

Footnotes

F1: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $44.20 to $44.71. 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 $44.40 to $44.86. 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: The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $45.8850 to $46.62. 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.

F4: Represents shares sold to cover tax withholding due upon vesting of restricted stock units.

F5: 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.