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: Humphries Stanley B (Chief Analytics Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-17	Class A Common Stock	M	2915.0000	$30.7534	Acquired	3039.0000	Direct
2021-02-17	Class A Common Stock	S	2915.0000	$200.0100	Disposed	124.0000	Direct
2021-02-17	Class C Capital Stock	M	14924.0000	$40.3600	Acquired	71266.0000	Direct
2021-02-17	Class C Capital Stock	M	11382.0000	$53.9500	Acquired	82648.0000	Direct
2021-02-17	Class C Capital Stock	M	10249.0000	$35.1600	Acquired	92897.0000	Direct
2021-02-17	Class C Capital Stock	M	4804.0000	$35.4807	Acquired	97701.0000	Direct
2021-02-17	Class C Capital Stock	S	100.0000	$191.4000	Disposed	97601.0000	Direct
2021-02-17	Class C Capital Stock	S	283.0000	$187.8254	Disposed	97318.0000	Direct
2021-02-17	Class C Capital Stock	S	300.0000	$190.2633	Disposed	97018.0000	Direct
2021-02-17	Class C Capital Stock	S	300.0000	$188.9267	Disposed	96718.0000	Direct
2021-02-17	Class C Capital Stock	S	3565.0000	$196.7870	Disposed	93153.0000	Direct
2021-02-17	Class C Capital Stock	S	5779.0000	$194.0988	Disposed	87374.0000	Direct
2021-02-17	Class C Capital Stock	S	10125.0000	$192.1596	Disposed	77249.0000	Direct
2021-02-17	Class C Capital Stock	S	10484.0000	$195.4713	Disposed	66765.0000	Direct
2021-02-17	Class C Capital Stock	S	11406.0000	$193.1907	Disposed	55359.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-17	Stock Option (Right to Buy)	$30.7534	M	2915.0000	Disposed	2025-01-07	Class A Common Stock (2915.0000)	Direct
2021-02-17	Stock Option (Right to Buy)	$35.4807	M	4804.0000	Disposed	2025-01-07	Class C Capital Stock (4804.0000)	Direct
2021-02-17	Stock Option (Right to Buy)	$40.3600	M	14924.0000	Disposed	2029-03-01	Class C Capital Stock (14924.0000)	Direct
2021-02-17	Stock Option (Right to Buy)	$53.9500	M	11382.0000	Disposed	2028-03-07	Class C Capital Stock (11382.0000)	Direct
2021-02-17	Stock Option (Right to Buy)	$35.1600	M	10249.0000	Disposed	2027-03-07	Class C Capital Stock (10249.0000)	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 $187.38 to $188.30. 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 $190.09 to $190.41. 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 $188.61 to $189.44. 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 $196.56 to $197.17. 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 $193.85 to $194.42. 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 $191.7350 to $192.63. 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 $195.39 to $196.2850. 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 $192.82 to $193.7550. 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: 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.

F12: 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.