ZILLOW GROUP, INC. — Director's Dealing 2020

Aug 10, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2020-08-06

Reporting Person: BARTON RICHARD N (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-06	Class C Capital Stock	M	70000.0000	$28.6211	Acquired	4822340.0000	Direct
2020-08-06	Class C Capital Stock	S	500.0000	$73.2900	Disposed	4821840.0000	Direct
2020-08-06	Class C Capital Stock	S	23346.0000	$71.0272	Disposed	4798494.0000	Direct
2020-08-06	Class C Capital Stock	S	38915.0000	$72.7558	Disposed	4759579.0000	Direct
2020-08-06	Class C Capital Stock	S	42414.0000	$71.7254	Disposed	4717165.0000	Direct
2020-08-07	Class C Capital Stock	S	1803.0000	$84.9454	Disposed	4715362.0000	Direct
2020-08-07	Class C Capital Stock	S	13605.0000	$84.3003	Disposed	4701757.0000	Direct
2020-08-07	Class C Capital Stock	S	17131.0000	$81.2527	Disposed	4684626.0000	Direct
2020-08-07	Class C Capital Stock	S	27546.0000	$80.1454	Disposed	4657080.0000	Direct
2020-08-07	Class C Capital Stock	S	31632.0000	$83.2700	Disposed	4625448.0000	Direct
2020-08-07	Class C Capital Stock	S	31800.0000	$77.5728	Disposed	4593648.0000	Direct
2020-08-07	Class C Capital Stock	S	39555.0000	$82.2823	Disposed	4554093.0000	Direct
2020-08-07	Class C Capital Stock	S	47903.0000	$79.3088	Disposed	4506190.0000	Direct
2020-08-07	Class C Capital Stock	S	53850.0000	$78.3192	Disposed	4452340.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-06	Stock Option (Right to Buy)	$28.6211	M	70000.0000	Disposed	2021-01-02	Class C Capital Stock (70000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class C Capital Stock	440008.0000	Indirect
Class C Capital Stock	544046.0000	Indirect
Class C Capital Stock	1476600.0000	Indirect
Class C Capital Stock	197000.0000	Indirect

Footnotes

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

F2: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $70.28 to $71.27. 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 $72.28 to $73.26. 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 $71.28 to $72.27. 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 reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $84.81 to $85.09. 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.

F6: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $83.81 to $84.80. 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.

F7: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $80.80 to $81.79. 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 $79.80 to $80.79. 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 $82.81 to $83.80. 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.

F10: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $76.79 to $77.77. 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: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $81.81 to $82.80. 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.

F12: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $78.80 to $79.79. 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.

F13: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $77.79 to $78.78. 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.

F14: 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.