ZILLOW GROUP, INC. — Director's Dealing 2020

Nov 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2020-11-18

Reporting Person: Humphries Stanley B (Chief Analytics Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-18	Class C Capital Stock	M	14922.0000	$40.3600	Acquired	72783.0000	Direct
2020-11-18	Class C Capital Stock	M	11381.0000	$53.9500	Acquired	84164.0000	Direct
2020-11-18	Class C Capital Stock	M	10249.0000	$35.1600	Acquired	94413.0000	Direct
2020-11-18	Class C Capital Stock	S	300.0000	$102.2067	Disposed	94113.0000	Direct
2020-11-18	Class C Capital Stock	S	500.0000	$101.1980	Disposed	93613.0000	Direct
2020-11-18	Class C Capital Stock	S	719.0000	$103.0640	Disposed	92894.0000	Direct
2020-11-18	Class C Capital Stock	S	900.0000	$101.2525	Disposed	91994.0000	Direct
2020-11-18	Class C Capital Stock	S	2400.0000	$103.6198	Disposed	89594.0000	Direct
2020-11-18	Class C Capital Stock	S	3310.0000	$105.5320	Disposed	86284.0000	Direct
2020-11-18	Class C Capital Stock	S	3875.0000	$102.7308	Disposed	82409.0000	Direct
2020-11-18	Class C Capital Stock	S	26067.0000	$104.3995	Disposed	56342.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-18	Stock Option (Right to Buy)	$40.3600	M	14922.0000	Disposed	2029-03-01	Class C Capital Stock (14922.0000)	Direct
2020-11-18	Stock Option (Right to Buy)	$53.9500	M	11381.0000	Disposed	2028-03-07	Class C Capital Stock (11381.0000)	Direct
2020-11-18	Stock Option (Right to Buy)	$35.1600	M	10249.0000	Disposed	2027-03-07	Class C Capital Stock (10249.0000)	Direct

Footnotes

F1: Represents shares sold to cover tax withholding due upon vesting of restricted stock units.

F2: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $101.85 to $102.75. 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 multiple transactions at prices ranging from $100.69 to $101.51. 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: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $102.87 to $103.29. 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.

F5: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2020.

F6: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $100.86 to $101.82. 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.

F7: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $103.1750 to $104.13. 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.

F8: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $105.31 to $106.10. 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.

F9: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $102.16 to $103.15. 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.

F10: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $104.29 to $105.29. 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.

F11: Date at which first vesting occurs is 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.