ZILLOW GROUP, INC. — Director's Dealing 2021

Aug 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2021-08-18

Reporting Person: Humphries Stanley B (Chief Analytics Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-18	Class A Common Stock	M	756	$30.7534	Acquired	880	Direct
2021-08-18	Class A Common Stock	S	756	$95.34	Disposed	124	Direct
2021-08-18	Class C Capital Stock	M	14922	$40.36	Acquired	68759	Direct
2021-08-18	Class C Capital Stock	M	11381	$53.95	Acquired	80140	Direct
2021-08-18	Class C Capital Stock	M	1512	$35.4807	Acquired	81652	Direct
2021-08-18	Class C Capital Stock	S	1451	$94.7861	Disposed	80201	Direct
2021-08-18	Class C Capital Stock	S	27815	$93.09	Disposed	52386	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-18	Stock Option (right to buy)	$30.7534	M	756	Disposed	2025-01-07	Class A Common Stock (756.0)	Direct
2021-08-18	Stock Option (right to buy)	$35.4807	M	1512	Disposed	2025-01-07	Class C Capital Stock (1512.0)	Direct
2021-08-18	Stock Option (right to buy)	$40.36	M	14922	Disposed	2029-03-01	Class C Capital Stock (14922.0)	Direct
2021-08-18	Stock Option (right to buy)	$53.95	M	11381	Disposed	2028-03-07	Class C Capital Stock (11381.0)	Direct

Footnotes

F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2020.

F2: Represents shares sold to cover tax withholding due upon vesting of restricted stock units.

F3: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $94.0801 to $95.06. 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: 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 1st 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 1st 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 1st vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years until the option is fully vested.

F5: Date at which first vesting occurs is indicated. 1/16th of the total number of shares subject to the option become exercisable at the first vesting date and an additional 1/16th become exercisable on each issuer quarterly vesting date occurring thereafter until the option is fully vested.