ZILLOW GROUP, INC. — Director's Dealing 2021

Sep 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2021-09-08

Reporting Person: Daimler Susan (President of Zillow)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-08	Class C Capital Stock	M	9358	$35.4807	Acquired	9358	Indirect
2021-09-08	Class C Capital Stock	M	4950	$22.41	Acquired	14308	Indirect
2021-09-08	Class C Capital Stock	M	9001	$35.16	Acquired	23309	Indirect
2021-09-08	Class C Capital Stock	S	23309	$95.2049	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-08	Stock Option (right to buy)	$35.4807	M	9358	Disposed	2025-01-07	Class C Capital Stock (9358.0)	Indirect
2021-09-08	Stock Option (right to buy)	$22.41	M	4950	Disposed	2026-03-28	Class C Capital Stock (4950.0)	Indirect
2021-09-08	Stock Option (right to buy)	$35.16	M	9001	Disposed	2027-03-07	Class C Capital Stock (9001.0)	Indirect

Footnotes

F1: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $94.92 to $95.50. 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.

F2: Date at which first vesting occurs is indicated. 1/16th of the total number of shares originally subject to the option becomes vested at the 1st vesting date and an additional 1/192 shall vest each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 1-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 2-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; and an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 3-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years until the option is fully vested.

F3: Date at which first vesting is indicated. On March 28, 2016, an option for 44,547 shares was granted, of which 29,698 shares subject to the option were fully vested prior to the date of this report, reported on the Form 3 for the reporting individual and, effective March 9, 2021, 14,849 shares were amended to vest as to 1/6th on the first vesting date indicated and as to an additional 1/6th on each issuer quarterly vesting date occurring thereafter until the option is fully vested. The option previously vested based on achievement of annual performance criteria.

F4: Date at which first vesting is indicated. On March 7, 2017, an option for 40,500 shares was granted, of which 13,500 shares subject to the option were fully vested prior to the date of this report, reported on the Form 3 for the reporting individual and, effective March 9, 2021, 27,000 shares were amended to vest as to 1/6th on the first vesting date indicated and as to an additional 1/6th on each issuer quarterly vesting date occurring thereafter until the option is fully vested. The option previously vested based on achievement of annual performance criteria.