Sec Form 4 Filing - Levine Paul M. @ ZILLOW GROUP, INC. - 2015-11-17

Insider filing report for Changes in Beneficial Ownership
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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
Levine Paul M.
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.
(Last) (First) (Middle)
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31
3. Date of Earliest Transaction (MM/DD/YY)
11/17/2015
(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 11/17/2015 M 664 A $ 0 49,338 D
Class C Capital Stock 11/17/2015 M 1,328 A $ 0 98,649 D
Class A Common Stock 11/18/2015 M 18,499 A $ 0 67,837 D
Class A Common Stock 11/18/2015 M 416 A $ 0 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 $ 0 135,647 D
Class C Capital Stock 11/18/2015 M 832 A $ 0 136,479 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 $ 0 131,785 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 (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
Restricted Stock Units ( 4 ) $ 0 11/17/2015 M 664 08/17/2015( 5 ) ( 5 ) Class A Common Stock 664 $ 0 8,633 D
Restricted Stock Units ( 4 ) $ 0 11/17/2015 M 1,328 08/17/2015( 6 ) ( 7 ) Class C Capital Stock 1,328 $ 0 17,266 D
Restricted Stock Units ( 4 ) $ 0 11/18/2015 M 18,499 02/11/2015( 8 ) ( 8 ) Class A Common Stock 18,499 $ 0 37,000 D
Restricted Stock Units ( 4 ) $ 0 11/18/2015 M 416 08/14/2013( 9 ) 02/15/2017( 9 ) Class A Common Stock 416 $ 0 2,082 D
Restricted Stock Units ( 4 ) $ 0 11/18/2015 M 36,998 11/18/2015( 6 ) ( 7 ) Class C Capital Stock 36,998 $ 0 74,000 D
Restricted Stock Units ( 4 ) $ 0 11/18/2015 M 832 11/18/2015( 6 ) 02/15/2017( 7 ) Class C Capital Stock 832 $ 0 4,164 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Levine Paul M.
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN
FLOOR 31
SEATTLE, WA98101
President of Trulia, Inc.
Signatures
/s/ Brad Owens, Attorney-in-Fact 11/19/2015
Signature of Reporting Person Date
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.

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