ZILLOW GROUP, INC. — Director's Dealing 2020

Mar 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2020-03-02

Reporting Person: Frink Lloyd D (Director, Chairman & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-02	Class A Common Stock	M	35000.0000	$24.8077	Acquired	35582.0000	Direct
2020-03-02	Class A Common Stock	S	15482.0000	$54.4749	Disposed	20100.0000	Direct
2020-03-02	Class A Common Stock	S	19518.0000	$53.7003	Disposed	582.0000	Direct
2020-03-02	Class C Capital Stock	M	70000.0000	$28.6211	Acquired	3195207.0000	Direct
2020-03-02	Class C Capital Stock	S	13281.0000	$53.6358	Disposed	3181926.0000	Direct
2020-03-02	Class C Capital Stock	S	27243.0000	$52.6617	Disposed	3154683.0000	Direct
2020-03-02	Class C Capital Stock	S	29476.0000	$54.1887	Disposed	3125207.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-02	Stock Option (Right to Buy)	$24.8077	M	35000.0000	Disposed	2021-01-02	Class A Common Stock (35000.0000)	Direct
2020-03-02	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 A Common Stock	658134.0000	Indirect
Class C Capital Stock	900965.0000	Indirect

Footnotes

F1: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $54.2050 to $54.61. 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.

F2: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $53.20 to $54.20. 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 $53.03 to $54.03. 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 $52.02 to $53.02. 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.

F5: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $54.04 to $54.57. 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: 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.