Sec Form 4 Filing - Flint Peter @ ZILLOW GROUP, INC. - 2015-02-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Flint Peter 2. Issuer Name and Ticker or Trading Symbol ZILLOW GROUP, INC. [ Z] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ZILLOW GROUP, INC.,, 1301 SECOND AVENUE, FLOOR 31 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2015 (Street) SEATTLE, WA98101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 A Common Stock 02/17/2015 A( 1 ) 611,170 A 611,170 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 9.67 02/17/2015 A( 1 ) 145,544 11/22/2009( 2 ) 02/07/2021 Class A Common Stock 145,544 $ 0 145,544 D Stock Option (right to buy) $ 60.66 02/17/2015 A( 1 ) 99,900 03/01/2013( 2 ) 03/05/2023 Class A Common Stock 99,900 $ 0 99,900 D Restricted Stock Units $ 0 02/17/2015 A( 1 ) 111,000 02/11/2015( 3 ) ( 4 ) Class A Common Stock 111,000 $ 0 111,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flint Peter C/O ZILLOW GROUP, INC., 1301 SECOND AVENUE, FLOOR 31 SEATTLE, WA98101 X Signatures /s/ Brad Owens, Attorney-in-Fact 02/17/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Class A Common Stock and derivative securities of Zillow Group, Inc., f/k/a Zebra Holdco, Inc. (the "Issuer"), were acquired pursuant to the transactions contemplated by the Agreement and Plan of Merger among Zillow, Inc. ("Zillow"), the Issuer, and Trulia, Inc. ("Trulia"), dated as of July 28, 2014 (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement (the "Effective Time"), Trulia became a wholly owned subsidiary of the Issuer, and each share of Common Stock of Trulia was converted into 0.444 shares of Class A Common Stock of the Issuer. Derivative securities relating to the Common Stock of Trulia were assumed by the Issuer and converted into derivative securities relating to 0.444 shares of Class A Common Stock of the Issuer for each share of Trulia Common Stock on otherwise the same terms and conditions (including the vesting schedule and exercise price) that applied to such derivative securities immediately prior to the Effective Time. ( 2 )Date at which first vesting occurs is indicated. 1/48th of the total number of shares originally subject to the option becomes exercisable at the first vesting date and an additional 1/48th becomes exercisable each month thereafter until the option is fully vested. ( 3 )Date at which first vesting occurs is indicated. 1/6th of the total number of shares originally subject to the grant of Restricted Stock Units ("RSU") becomes exercisable at the first vesting date and an additional 1/6th becomes exercisable each quarter thereafter until the RSU is fully vested. ( 4 )Unless earlier forfeited under the terms of the RSU, each performance-based RSU vests as to 1/6th of the RSUs in six substantially equal quarterly tranches, beginning on February 11, 2015.

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).

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