ZILLOW GROUP, INC. — Director's Dealing 2021

Feb 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZILLOW GROUP, INC. (Z AND ZG)
CIK: 0001617640
Period of Report: 2021-02-17

Reporting Person: Johnson Aimee (Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-17	Class C Capital Stock	S	100.0000	$191.7400	Disposed	55216.0000	Direct
2021-02-17	Class C Capital Stock	S	101.0000	$190.6982	Disposed	55115.0000	Direct
2021-02-17	Class C Capital Stock	S	400.0000	$189.8225	Disposed	54715.0000	Direct
2021-02-17	Class C Capital Stock	S	576.0000	$188.3854	Disposed	54139.0000	Direct
2021-02-18	Class C Capital Stock	M	5688.0000	$29.0900	Acquired	59827.0000	Direct
2021-02-18	Class C Capital Stock	M	3384.0000	$40.3600	Acquired	63211.0000	Direct
2021-02-18	Class C Capital Stock	S	12375.0000	$183.4661	Disposed	50836.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-18	Stock Option (Right to Buy)	$40.3600	M	3384.0000	Disposed	2029-03-01	Class C Capital Stock (3384.0000)	Direct
2021-02-18	Stock Option (Right to Buy)	$29.0900	M	5688.0000	Disposed	2028-12-20	Class C Capital Stock (5688.0000)	Direct

Footnotes

F1: Represents shares sold to cover tax withholding due upon vesting of restricted stock units.

F2: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $190.69 to $191.52. 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 $189.41 to $190.20. 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 $187.96 to $188.73. 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.

F5: 7,585 shares of the reported balance represents a grant of restricted stock units that vested as to 1/4th of the total amount of shares subject to the grant on November 26, 2019 and an additional 1/16th shall become vested on each issuer quarterly vesting date occurring thereafter until the restricted stock units are fully vested. 1,266 shares of the reported balance represents a grant of restricted stock units that vested as to 1/16th of the total amount of shares subject to the grant, respectively on each of May 15, 2019, August 14, 2019 and November 13, 2019 and an additional 1/16th shall become vested on each issuer quarterly vesting date occurring thereafter until the restricted stock units are fully vested.

F6: The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $183.2737 to $183.86. 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: Date at which first vesting occurs us 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.

F8: Date at which first vesting occurs is indicated. 1/4th 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.