ZILLOW GROUP, INC. — Director's Dealing 2020

Sep 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2020-09-15

Reporting Person: Humphries Stanley B (Chief Analytics Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-15	Class C Capital Stock	M	14922.0000	$40.3600	Acquired	72783.0000	Direct
2020-09-15	Class C Capital Stock	M	11381.0000	$53.9500	Acquired	84164.0000	Direct
2020-09-15	Class C Capital Stock	M	10249.0000	$35.1600	Acquired	94413.0000	Direct
2020-09-15	Class C Capital Stock	M	1026.0000	$35.4807	Acquired	95439.0000	Direct
2020-09-15	Class C Capital Stock	S	37578.0000	$87.7266	Disposed	57861.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-15	Stock Option (Right to Buy)	$35.4807	M	1026.0000	Disposed	2025-01-07	Class C Capital Stock (1026.0000)	Direct
2020-09-15	Stock Option (Right to Buy)	$40.3600	M	14922.0000	Disposed	2029-03-01	Class C Capital Stock (14922.0000)	Direct
2020-09-15	Stock Option (Right to Buy)	$53.9500	M	11381.0000	Disposed	2028-03-07	Class C Capital Stock (11381.0000)	Direct
2020-09-15	Stock Option (Right to Buy)	$35.1600	M	10249.0000	Disposed	2027-03-07	Class C Capital Stock (10249.0000)	Direct

Footnotes

F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2020.

F2: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $87.66 to $87.88. 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. 1/16th 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.

F4: 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.