ZILLOW GROUP, INC. — Director's Dealing 2020

Feb 26, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2020-02-24

Reporting Person: Wacksman Jeremy (President, Zillow)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-24	Class A Common Stock	M	27000.0000	$30.7534	Acquired	27468.0000	Direct
2020-02-24	Class A Common Stock	M	400.0000	$61.6150	Disposed	27068.0000	Direct
2020-02-24	Class A Common Stock	S	10632.0000	$60.1063	Disposed	16436.0000	Direct
2020-02-24	Class A Common Stock	S	15968.0000	$61.1454	Disposed	468.0000	Direct
2020-02-24	Class C Capital Stock	M	75000.0000	$26.0600	Acquired	106709.0000	Direct
2020-02-24	Class C Capital Stock	M	54000.0000	$35.4807	Acquired	160709.0000	Direct
2020-02-24	Class C Capital Stock	M	44000.0000	$28.6210	Acquired	204709.0000	Direct
2020-02-24	Class C Capital Stock	S	55956.0000	$60.8907	Disposed	148753.0000	Direct
2020-02-24	Class C Capital Stock	S	117044.0000	$60.0290	Disposed	31709.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-24	Stock Option (Right to Buy)	$30.7534	M	27000.0000	Disposed	2022-01-07	Class A Common Stock (27000.0000)	Direct
2020-02-24	Stock Option (Right to Buy)	$35.4807	M	54000.0000	Disposed	2022-01-07	Class C Capital Stock (54000.0000)	Direct
2020-02-24	Stock Option (Right to Buy)	$28.6210	M	44000.0000	Disposed	2021-01-02	Class C Capital Stock (44000.0000)	Direct
2020-02-24	Stock Option (Right to Buy)	$26.0600	M	75000.0000	Disposed	2022-08-18	Class C Capital Stock (75000.0000)	Direct

Footnotes

F1: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $61.61 to $61.63. 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 $59.57 to $60.56. 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 $60.5950 to $61.59. 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 $60.52 to $61.13. 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 $59.50 to $60.50. 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.