ZILLOW GROUP, INC. — Director's Dealing 2020

Jul 15, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2020-07-13

Reporting Person: Humphries Stanley B (Chief Analytics Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-13	Class A Common Stock	M	18955.0000	$24.8077	Acquired	19079.0000	Direct
2020-07-13	Class A Common Stock	S	2099.0000	$62.6907	Disposed	16980.0000	Direct
2020-07-13	Class A Common Stock	S	7049.0000	$61.5152	Disposed	9931.0000	Direct
2020-07-13	Class A Common Stock	S	9807.0000	$61.0471	Disposed	124.0000	Direct
2020-07-13	Class C Capital Stock	M	42910.0000	$28.6211	Acquired	102249.0000	Direct
2020-07-13	Class C Capital Stock	S	2378.0000	$63.0567	Disposed	99871.0000	Direct
2020-07-13	Class C Capital Stock	S	17225.0000	$61.4406	Disposed	82646.0000	Direct
2020-07-13	Class C Capital Stock	S	23307.0000	$62.0739	Disposed	59339.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-13	Stock Option (Right to Buy)	$24.8077	M	18955.0000	Disposed	2021-01-02	Class A Common Stock (18955.0000)	Direct
2020-07-13	Stock Option (Right to Buy)	$28.6211	M	42910.0000	Disposed	2021-01-02	Class C Capital Stock (42910.0000)	Direct

Footnotes

F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 3, 2020.

F2: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $62.40 to $62.88. 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: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $61.3650 to $62.31. 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 $60.36 to $61.36. 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 $62.78 to $63.29. 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 $60.73 to $61.73. 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 $61.75 to $62.73. 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: 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.