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

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2017

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	05/09/2017		M		36,544	A	$2.9237	76,689	D
Class A Common Stock	05/09/2017		M		33,505	A	$26.3194	110,194	D
Class A Common Stock	05/09/2017		M		10,416	A	$37.9417	120,610	D
Class A Common Stock	05/09/2017		M		7,440	A	$30.4888	128,050	D
Class A Common Stock	05/09/2017		M		6,660	A	$18.3404	134,710	D
Class A Common Stock	05/09/2017		M		5,312	A	$37.9417	140,022	D
Class A Common Stock	05/09/2017		S		2,483	D	$43.331⁽¹⁾	137,539	D
Class A Common Stock	05/09/2017		S		97,394	D	$42.6909⁽²⁾	40,145	D
Class C Capital Stock	05/09/2017		M		73,088	A	$3.3731	162,093	D
Class C Capital Stock	05/09/2017		M		67,010	A	$30.3652	229,103	D
Class C Capital Stock	05/09/2017		M		21,249	A	$22.41	250,352	D
Class C Capital Stock	05/09/2017		M		14,880	A	$35.1755	265,232	D
Class C Capital Stock	05/09/2017		M		13,320	A	$21.1597	278,552	D
Class C Capital Stock	05/09/2017		S		2,400	D	$43.2644⁽³⁾	276,152	D
Class C Capital Stock	05/09/2017		S		187,147	D	$42.7387⁽⁴⁾	89,005	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)
Stock Option (Right to Buy)	$2.9237	05/09/2017		M			36,544	02/14/2012⁽⁵⁾	05/10/2021	Class A Common Stock	36,544	$0.0000	0.0000	D
Stock Option (Right to Buy)	$37.9417	05/09/2017		M			10,416	02/17/2016⁽⁶⁾	02/18/2025	Class A Common Stock	10,416	$0.0000	39,584	D
Stock Option (Right to Buy)	$18.3404	05/09/2017		M			6,660	03/01/2013⁽⁵⁾	03/05/2023	Class A Common Stock	6,660	$0.0000	0.0000	D
Stock Option (Right to Buy)	$30.4888	05/09/2017		M			7,440	03/01/2015⁽⁵⁾	02/10/2025	Class A Common Stock	7,440	$0.0000	5,789	D
Stock Option (Right to Buy)	$26.3194	05/09/2017		M			33,505	07/01/2014⁽⁵⁾	06/04/2024	Class A Common Stock	33,505	$0.0000	12,445	D
Stock Option (Right to Buy)	$37.9417	05/09/2017		M			5,312	08/17/2015⁽⁷⁾	02/18/2022	Class A Common Stock	5,312	$0.0000	5,313	D
Stock Option (Right to Buy)	$21.1597	05/09/2017		M			13,320	03/01/2013⁽⁵⁾	03/05/2023	Class C Capital Stock	13,320	$0.0000	0.0000	D
Stock Option (Right to Buy)	$35.1755	05/09/2017		M			14,880	03/01/2015⁽⁵⁾	02/10/2025	Class C Capital Stock	14,880	$0.0000	11,578	D
Stock Option (Right to Buy)	$3.3731	05/09/2017		M			73,088	03/01/2015⁽⁵⁾	02/10/2025	Class C Capital Stock	73,088	$0.0000	0.0000	D
Stock Option (Right to Buy)	$22.41	05/09/2017		M			21,249	05/18/2016⁽⁸⁾	03/28/2026	Class C Capital Stock	21,249	$0.0000	63,750	D
Stock Option (Right to Buy)	$30.3652	05/09/2017		M			67,010	07/01/2014⁽⁵⁾	06/04/2024	Class C Capital Stock	67,010	$0.0000	24,890	D

Explanation of Responses:

1. The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $43.25 to $43.36. 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.

2. The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $42.24 to $43.21. 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 $43.2301 to $43.31. 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. The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $42.23 to $43.23. 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.

5. Date at which first vesting occurs is indicated. 1/4th of the total number of shares originally subject to the option become exercisable at the first vesting date and an additional 1/48th become exercisable each month thereafter until the option is fully vested.

6. 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.

7. Date at which first vesting occurs is indicated. 1/8th of the total number of shares originally subject to the option becomes vested at the first vesting date and an additional 1/16th becomes vested after each three month period thereafter over the next three and a half years.

8. 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 occuring thereafter until the option is fully vested.

	/s/ Brad Owens, Attorney-in-Fact	05/10/2017
	** 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.