ZILLOW GROUP, INC. — Director's Dealing 2020

Nov 9, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2020-11-05

Reporting Person: Beitel David A. (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-05	Class C Capital Stock	M	9150.0000	$26.0600	Acquired	63969.0000	Direct
2020-11-05	Class C Capital Stock	S	1395.0000	$104.1451	Disposed	62574.0000	Direct
2020-11-05	Class C Capital Stock	S	2854.0000	$103.3529	Disposed	59720.0000	Direct
2020-11-05	Class C Capital Stock	S	4901.0000	$102.1875	Disposed	54819.0000	Direct
2020-11-06	Class A Common Stock	M	1538.0000	$30.7534	Acquired	1630.0000	Direct
2020-11-06	Class A Common Stock	S	1538.0000	$115.0000	Disposed	92.0000	Direct
2020-11-06	Class C Capital Stock	M	80000.0000	$35.4807	Acquired	134819.0000	Direct
2020-11-06	Class C Capital Stock	S	80000.0000	$115.0000	Disposed	54819.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-05	Stock Option (Right to Buy)	$26.0600	M	9150.0000	Disposed	2022-08-18	Class C Capital Stock (9150.0000)	Direct
2020-11-06	Stock Option (Right to Buy)	$30.7534	M	1538.0000	Disposed	2025-01-07	Class A Common Stock (1538.0000)	Direct
2020-11-06	Stock Option (Right to Buy)	$35.4807	M	80000.0000	Disposed	2022-01-07	Class C Capital Stock (80000.0000)	Direct

Footnotes

F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 4, 2020.

F2: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $103.87 to $104.34. 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 $102.83 to $103.82. 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.

F4: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $101.8250 to $102.80. 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: 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.

F6: Date at which first vesting occurs is indicated. 1/16th of the total number of shares originally subject to the option becomes vested at the 1st vesting date and an additional 1/192 shall vest each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 1-year anniversary of the 1st vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 2-year anniversary of the 1st vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; and an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 3-year anniversary of the 1st vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years until the option is fully vested.