FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ZILLOW GROUP, INC. [ Z AND ZG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class C Capital Stock | 05/16/2024 | J(1) | 1,432,219 | D | $0 | 0 | I | RNB Z GRAT of May 2022 | ||
Class C Capital Stock | 05/16/2024 | J(1) | 1,278,074 | A | $0 | 3,523,822 | D | |||
Class C Capital Stock | 05/16/2024 | G(1) | 154,145 | A | $0 | 154,145 | I | The Richard & Sarah Barton Irrevocable Trust 03/27/10 | ||
Class C Capital Stock | 05/16/2024 | J(2) | 2,500,000 | D | $0 | 1,023,822 | D | |||
Class C Capital Stock | 05/16/2024 | J(2) | 2,500,000 | A | $0 | 2,500,000 | I | RNB Z GRAT of May 2024 | ||
Class C Capital Stock | 05/16/2024 | M | 100,000 | A | $35.4807 | 1,123,822 | D | |||
Class A Common Stock | 05/16/2024 | M | 50,000 | A | $30.7534 | 190,536 | D | |||
Class C Capital Stock | 450,000 | I | Barton Ventures II LLC | |||||||
Class C Capital Stock | 442,086 | I | Barton Descendants' Trust 12/30/04 | |||||||
Class A Common Stock | 220,004 | I | Barton Descendants' Trust 12/30/04 | |||||||
Class C Capital Stock | 1,622,033 | I | RNB Z GRAT of November 2022 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $35.4807 | 05/16/2024 | M | 100,000 | 01/01/2016(3) | 01/07/2025 | Class C Capital Stock | 100,000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $30.7534 | 05/16/2024 | M | 50,000 | 01/01/2016(3) | 01/07/2025 | Class A Common Stock | 50,000 | $0 | 0 | D |
Explanation of Responses: |
1. Reflects the transfer in full of the Issuer's Class C Capital stock held by the RNB Z GRAT of May 2022 back to the reporting individual and to an irrevocable trust of which the reporting individual is co-trustee. |
2. Reflects the transfer of shares of the Issuer's Class C Capital stock that was contributed to a grantor retained annuity trust. |
3. 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 first 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 1-year anniversary of the first 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 first 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 first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years until the option is fully vested. |
Remarks: |
/s/ Shannon Cartales Attorney-in-Fact | 05/17/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |