Sec Form 4 Filing - Levine Paul M. @ ZILLOW GROUP, INC. - 2017-05-09

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 (Last) (First) (Middle) C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2017 (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 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 (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) $ 2.9237 05/09/2017 M 36,544 02/14/2012( 5 ) 05/10/2021 Class A Common Stock 36,544 $ 0 0 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 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 0 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 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 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 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 0 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 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 0 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 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 24,890 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 Signatures /s/ Brad Owens, Attorney-in-Fact 05/10/2017 Signature of Reporting Person Date

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.

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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