ZILLOW GROUP, INC. — Director's Dealing 2021

Mar 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BARTON RICHARD N (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-08	Class C Capital Stock	S	400.0000	$138.7525	Disposed	543646.0000	Indirect
2021-03-08	Class C Capital Stock	S	600.0000	$138.1083	Disposed	543046.0000	Indirect
2021-03-08	Class C Capital Stock	S	1500.0000	$136.7133	Disposed	541546.0000	Indirect
2021-03-08	Class C Capital Stock	S	2500.0000	$135.1968	Disposed	539046.0000	Indirect
2021-03-08	Class C Capital Stock	S	2898.0000	$129.1944	Disposed	536148.0000	Indirect
2021-03-08	Class C Capital Stock	S	3004.0000	$134.3100	Disposed	533144.0000	Indirect
2021-03-08	Class C Capital Stock	S	3596.0000	$133.0972	Disposed	529548.0000	Indirect
2021-03-08	Class C Capital Stock	S	3951.0000	$130.2007	Disposed	525597.0000	Indirect
2021-03-08	Class C Capital Stock	S	5347.0000	$123.1039	Disposed	520250.0000	Indirect
2021-03-08	Class C Capital Stock	S	5990.0000	$124.1396	Disposed	514260.0000	Indirect
2021-03-08	Class C Capital Stock	S	6020.0000	$132.0852	Disposed	508240.0000	Indirect
2021-03-08	Class C Capital Stock	S	6200.0000	$131.2277	Disposed	502040.0000	Indirect
2021-03-08	Class C Capital Stock	S	7539.0000	$127.9994	Disposed	494501.0000	Indirect
2021-03-08	Class C Capital Stock	S	11283.0000	$127.1463	Disposed	483218.0000	Indirect
2021-03-08	Class C Capital Stock	S	14534.0000	$125.1473	Disposed	468684.0000	Indirect
2021-03-08	Class C Capital Stock	S	18684.0000	$126.0673	Disposed	450000.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-05	Stock Option (Right to Buy)	$135.1600	A	331730.0000	Acquired	2031-03-05	Class C Capital Stock (331730.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	140536.0000	Direct
Class C Capital Stock	5643940.0000	Direct
Class A Common Stock	220004.0000	Indirect
Class C Capital Stock	442086.0000	Indirect

Footnotes

F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 7, 2020.

F2: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $138.69 to $138.85. 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 $137.53 to $138.50. 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.

F4: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $136.36 to $137.13. 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 $134.74 to $135.71. 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 $128.70 to $129.69. 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 $133.74 to $134.73. 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 $132.74 to $133.71. 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: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $129.71 to $130.69. 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.

F10: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $122.59 to $123.56. 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.

F11: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $123.59 to $124.53. 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.

F12: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $131.72 to $132.64. 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.

F13: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $130.71 to $131.69. 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.

F14: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $127.63 to $128.59. 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.

F15: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $126.63 to $127.62. 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.

F16: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $124.63 to $125.62. 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.

F17: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $125.63 to $126.62. 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.

F18: 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.