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ZILLOW GROUP, INC. Director's Dealing 2020

Jul 23, 2020

30299_dirs_2020-07-22_2f5c3616-0929-4f49-b4d2-8eb22ba551f8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2020-07-20

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2020-07-20 Class C Capital Stock S 54627.0000 $66.7935 Disposed 5397713.0000 Direct
2020-07-20 Class C Capital Stock S 155153.0000 $65.1181 Disposed 5242560.0000 Direct
2020-07-20 Class C Capital Stock S 290220.0000 $65.8530 Disposed 4952340.0000 Direct
2020-07-21 Class C Capital Stock S 29070.0000 $67.6986 Disposed 4923270.0000 Direct
2020-07-22 Class C Capital Stock S 70930.0000 $67.6813 Disposed 4852340.0000 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 $66.46 to $67.17. 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: Includes 800,761 that were previously reported as indirectly owned through a grantor retained annuity trust (GRAT) for which the reporting person is the sole trustee and annuitant. The shares were transferred to the reporting person on May 29, 2020 as an annuity payment that was exempt from Section 16 pursuant to Rule 16a-13.

F4: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $64.46 to $65.4550. 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 $65.46 to $66.45. 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 $67.50 to $67.95. 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 $67.50 to $68.08. 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: Adjusted to reflect the transfer of 800,761 shares from the GRAT pursuant to the annuity payment described in footnote 3.