SEC FORM 4

SEC Form 4

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^*

Levine Paul M.

(Last)

(First)

(Middle)

C/O ZILLOW GROUP, INC., 1301 SECOND AVEN

FLOOR 31

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President of Trulia, Inc.

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/17/2015		M		664	A	$0.0000	49,338	D
Class C Capital Stock	11/17/2015		M		1,328	A	$0.0000	98,649	D
Class A Common Stock	11/18/2015		M		18,499	A	$0.0000	67,837	D
Class A Common Stock	11/18/2015		M		416	A	$0.0000	68,253	D
Class A Common Stock	11/18/2015		S		347⁽¹⁾	D	$26.416	67,906	D
Class C Capital Stock	11/18/2015		M		36,998	A	$0.0000	135,647	D
Class C Capital Stock	11/18/2015		M		832	A	$0.0000	136,479	D
Class C Capital Stock	11/18/2015		S		694	D	$25.055	135,785	D
Class C Capital Stock	11/18/2015		G	V	4,000	D	$0.0000	131,785	D
Class A Common Stock	11/19/2015		S		11,225	D	$26.4702⁽²⁾	56,681	D
Class C Capital Stock	11/19/2015		S		22,296	D	$25.1422⁽³⁾	109,489	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽⁴⁾	$0.0000	11/17/2015		M			664	08/17/2015⁽⁵⁾	⁽⁵⁾	Class A Common Stock	664	$0.0000	8,633	D
Restricted Stock Units⁽⁴⁾	$0.0000	11/17/2015		M			1,328	08/17/2015⁽⁶⁾	⁽⁷⁾	Class C Capital Stock	1,328	$0.0000	17,266	D
Restricted Stock Units⁽⁴⁾	$0.0000	11/18/2015		M			18,499	02/11/2015⁽⁸⁾	⁽⁸⁾	Class A Common Stock	18,499	$0.0000	37,000	D
Restricted Stock Units⁽⁴⁾	$0.0000	11/18/2015		M			416	08/14/2013⁽⁹⁾	02/15/2017⁽⁹⁾	Class A Common Stock	416	$0.0000	2,082	D
Restricted Stock Units⁽⁴⁾	$0.0000	11/18/2015		M			36,998	11/18/2015⁽⁶⁾	⁽⁷⁾	Class C Capital Stock	36,998	$0.0000	74,000	D
Restricted Stock Units⁽⁴⁾	$0.0000	11/18/2015		M			832	11/18/2015⁽⁶⁾	02/15/2017⁽⁷⁾	Class C Capital Stock	832	$0.0000	4,164	D

Explanation of Responses:

1. Represents shares sold to cover tax withholding due upon vesting.

2. The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $26.3236 to $26.6350. 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.

3. The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $25.06 to $25.37. 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.

4. These restricted stock units ("RSUs") were previously reported as RSUs entitling the Reporting Person to receive one share of Class A Common Stock for each share underlying the RSUs as they vest. As a result of the Class C Dividend, these RSUs were proportionately adjusted and now relate to one share of Class A Common Stock and two shares of Class C Capital Stock for each share of Class A Common Stock that was subject to the RSUs as of the record date.

5. Represents restricted stock units of which 1/8th vest on the six-month anniversary of 2/17/15 and an additional 1/16th vest after each three-month period thereafter over the next three and a half years.

6. Date at which first vesting occurs is indicated. The remainder of the unvested RSU will vest in accordance with the vesting schedule of the related RSU for Class A shares, as adjusted, for which the Class C dividend was paid.

7. The remainder of the unvested RSU will vest in accordance with the vesting schedule of the related RSU for Class A shares, as adjusted, for which the Class C dividend was paid.

8. Unless earlier forfeited under the terms of the RSU, the original grant for 92,500 vests as to 1/6th of the RSU in six substantially equal quarterly tranches, beginning on February 11, 2015.

9. Date at which first vesting occurs is indicated. 1/8th of the total number of shares originally subject to the grant of RSUs becomes exercisable at the first vesting date and an additional 1/16th becomes exercisable each quarter thereafter until the RSU is fully vested.

	/s/ Brad Owens, Attorney-in-Fact	11/19/2015
	** 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).
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