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ZILLOW GROUP, INC. Director's Dealing 2021

May 4, 2021

30299_dirs_2021-05-04_59dc9035-fcdc-4400-b868-613b3e2ba371.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2021-05-03

Reporting Person: Beitel David A. (Chief Technology Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2021-05-03 Class C Capital Stock M 5000.0000 $35.4807 Acquired 55709.0000 Direct
2021-05-03 Class C Capital Stock S 250.0000 $127.3320 Disposed 55459.0000 Direct
2021-05-03 Class C Capital Stock S 300.0000 $130.6921 Disposed 55159.0000 Direct
2021-05-03 Class C Capital Stock S 300.0000 $129.6934 Disposed 54859.0000 Direct
2021-05-03 Class C Capital Stock S 650.0000 $128.7996 Disposed 54209.0000 Direct
2021-05-03 Class C Capital Stock S 950.0000 $126.2930 Disposed 53259.0000 Direct
2021-05-03 Class C Capital Stock S 1150.0000 $124.3500 Disposed 52109.0000 Direct
2021-05-03 Class C Capital Stock S 1400.0000 $125.1744 Disposed 50709.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2021-05-03 Stock Option (Right to Buy) $35.4807 M 5000.0000 Disposed 2025-01-07 Class C Capital Stock (5000.0000) Direct

Footnotes

F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 19, 2021.

F2: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $126.98 to $127.51. 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 $130.36 to $131.22. 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 $129.35 to $130.25. 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 $128.28 to $129.26. 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 $125.87 to $126.87. 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 $123.84 to $124.76. 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: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $124.86 to $125.64. 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.

F9: 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.