Sec Form 4 Filing - Humphries Stanley B @ ZILLOW GROUP, INC. - 2017-05-10

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 Humphries Stanley B 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) Chief Analytics Officer (Last) (First) (Middle) C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31 3. Date of Earliest Transaction (MM/DD/YY) 05/10/2017 (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 05/10/2017 M 6,750 A $ 9.2095 6,874 D Class A Common Stock 05/10/2017 M 3,329 A $ 1.1752 10,203 D Class A Common Stock 05/10/2017 S 10,079 D $ 43.0454 ( 1 ) 124 D Class C Capital Stock 05/10/2017 M 13,500 A $ 10.6252 13,748 D Class C Capital Stock 05/10/2017 M 6,658 A $ 1.3559 20,406 D Class C Capital Stock 05/10/2017 S 20,158 D $ 42.9703 ( 2 ) 248 D Class A Common Stock 05/11/2017 M 22,959 A $ 10.9934 23,083 D Class A Common Stock 05/11/2017 S 22,959 D $ 43.1071 ( 3 ) 124 D Class C Capital Stock 05/11/2017 M 25,000 A $ 12.6833 25,248 D Class C Capital Stock 05/11/2017 S 25,000 D $ 42.8681 ( 4 ) 248 D Class A Common Stock 05/12/2017 M 20,000 A $ 24.8077 20,124 D Class A Common Stock 05/12/2017 S 20,000 D $ 43.168 ( 5 ) 124 D Class C Capital Stock 05/12/2017 M 20,918 A $ 12.6833 21,166 D Class C Capital Stock 05/12/2017 S 20,918 D $ 42.9744 ( 6 ) 248 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) $ 1.1752 05/10/2017 M 3,329 03/01/2012( 7 ) 03/01/2018 Class A Common Stock 3,329 $ 0 0 D Stock Option (Right to Buy) $ 9.2095 05/10/2017 M 6,750 03/01/2013( 7 ) 02/02/2019 Class A Common Stock 6,750 $ 0 0 D Stock Option (Right to Buy) $ 1.3559 05/10/2017 M 6,658 03/01/2012( 7 ) 03/01/2018 Class C Capital Stock 6,658 $ 0 0 D Stock Option (Right to Buy) $ 10.6252 05/10/2017 M 13,500 03/01/2013( 7 ) 02/02/2019 Class C Capital Stock 13,500 $ 0 0 D Stock Option (Right to Buy) $ 10.9934 05/11/2017 M 22,959 02/01/2014( 7 ) 01/24/2020 Class A Common Stock 22,959 $ 0 0 D Stock Option (Right to Buy) $ 12.6833 05/11/2017 M 25,000 02/01/2014( 7 ) 01/24/2020 Class C Capital Stock 25,000 $ 0 20,918 D Stock Option (Right to Buy) $ 24.8077 05/12/2017 M 20,000 02/01/2015( 7 ) 01/02/2021 Class A Common Stock 20,000 $ 0 18,955 D Stock Option (Right to Buy) $ 12.6833 05/12/2017 M 20,918 02/01/2014( 7 ) 01/24/2020 Class C Capital Stock 20,918 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Humphries Stanley B C/O ZILLOW GROUP, INC., 1301 SECOND AVEN FLOOR 31 SEATTLE, WA98101 Chief Analytics Officer Signatures /s/ Brad Owens, Attorney-in-Fact 05/12/2017 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 $42.8501 to $43.26. 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 $42.73 to $43.13. 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 $42.82 to $43.34. 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 $42.71 to $43.1101. 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 )The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $43.0101 to $43.62. 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. ( 6 )The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $42.8101 to $43.43. 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. ( 7 )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.

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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