ZILLOW GROUP, INC. — Director's Dealing 2020

Aug 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2020-08-12

Reporting Person: Rock Jennifer (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-12	Class C Capital Stock	M	1875.0000	$35.1600	Acquired	44123.0000	Direct
2020-08-12	Class C Capital Stock	M	678.0000	$40.3600	Acquired	44801.0000	Direct
2020-08-12	Class C Capital Stock	S	2553.0000	$75.3600	Disposed	42248.0000	Direct
2020-08-13	Class C Capital Stock	S	907.0000	$76.0110	Disposed	41341.0000	Direct
2020-08-14	Class C Capital Stock	S	2812.0000	$73.8900	Disposed	38529.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-12	Stock Option (Right to Buy)	$40.3600	M	678.0000	Disposed	2029-03-01	Class C Capital Stock (678.0000)	Direct
2020-08-12	Stock Option (Right to Buy)	$35.1600	M	1875.0000	Disposed	2027-03-07	Class C Capital Stock (1875.0000)	Direct

Footnotes

F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 29, 2020.

F2: Represents shares sold to cover tax withholding due upon vesting of restricted stock units.

F3: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $75.05 to $76.02. 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: Date at which first vesting occurs us 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.