Sec Form 4 Filing - HOAG JAY C @ ZILLOW GROUP, INC. - 2019-05-23

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 HOAG JAY C 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) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES, 250 MIDDLEFIELD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/23/2019 (Street) MENLO PARK, CA94025 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 C Common Stock 05/23/2019 P 353,939 A $ 41.1962 ( 2 ) 1,025,816 I TCV Mariner Investor IX, L.P. ( 1 ) Class C Common Stock 05/23/2019 P 99,869 A $ 41.1962 ( 2 ) 289,449 I TCV Mariner Investor IX (A), L.P. ( 3 ) Class C Common Stock 05/23/2019 P 18,903 A $ 41.1962 ( 2 ) 54,786 I TCV Mariner Investor IX (B), L.P. ( 4 ) Class C Common Stock 05/23/2019 P 27,289 A $ 41.1962 ( 2 ) 79,352 I TCV Mariner Investor IX (MF), L.P. ( 5 ) Class C Common Stock 05/24/2019 P 642,903 A $ 41.9453 ( 6 ) 1,668,719 I TCV Mariner Investor IX, L.P. ( 1 ) Class C Common Stock 05/24/2019 P 181,404 A $ 41.9453 ( 6 ) 470,853 I TCV Mariner Investor IX (A), L.P. ( 3 ) Class C Common Stock 05/24/2019 P 34,336 A $ 41.9453 ( 6 ) 89,122 I TCV Mariner Investor IX (B), L.P. ( 4 ) Class C Common Stock 05/24/2019 P 49,568 A $ 41.9453 ( 6 ) 128,920 I TCV Mariner Investor IX (MF), L.P. ( 5 ) Class C Common Stock 05/28/2019 P 488,436 A $ 42.0437 ( 7 ) 2,157,155 I TCV Mariner Investor IX, L.P. ( 1 ) Class C Common Stock 05/28/2019 P 137,819 A $ 42.0437 ( 7 ) 608,672 I TCV Mariner Investor IX (A), L.P. ( 3 ) Class C Common Stock 05/28/2019 P 26,086 A $ 42.0437 ( 7 ) 115,208 I TCV Mariner Investor IX (B), L.P. ( 4 ) Class C Common Stock 05/28/2019 P 37,659 A $ 42.0437 ( 7 ) 166,579 I TCV Mariner Investor IX (MF), L.P. ( 5 ) Class A Common Stock 70,768 I TCV Mariner Investor IX, L.P. ( 1 ) Class A Common Stock 19,968 I TCV Mariner Investor IX (A), L.P. ( 3 ) Class A Common Stock 3,780 I TCV Mariner Investor IX (B), L.P. ( 4 ) Class A Common Stock 5,484 I TCV Mariner Investor IX (MF), L.P. ( 5 ) Class C Common Stock 2,735,000 I Mariner Investor II, L.P. ( 8 ) Class A Common Stock 384,337 I Mariner Investor II, L.P. ( 8 ) Class C Common Stock 58,098 I Hoag Family Trust U/A Dtd 8/2/94 ( 9 ) Class A Common Stock 29,049 I Hoag Family Trust U/A Dtd 8/2/94 ( 9 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Signatures Frederic D. Fenton, Authorized signatory for Jay C. Hoag 05/28/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are directly held by TCV Mariner Investor IX, L.P. ("TCV Mariner"). Jay C. Hoag is a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV Mariner Investor IX, LLC ("Mariner GP"), which in turn is the sole general partner of TCV Mariner. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 2 )This number represents a weighted average sale price per share. The shares were sold at prices ranging from $40.88 to $41.60 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 3 )These shares are directly held by TCV Mariner Investor IX (A), L.P. ("TCV Mariner A"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of Mariner GP, which in turn is the sole general partner of TCV Mariner A. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner A, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 4 )These shares are directly held by TCV Mariner Investor IX (B), L.P. ("TCV Mariner B"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of Mariner GP, which in turn is the sole general partner of TCV Mariner B. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner B, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 5 )These shares are directly held by TCV Mariner Investor IX (MF), L.P. ("TCV Mariner MF"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of Mariner GP, which in turn is the sole general partner of TCV Mariner MF. Mr. Hoag is a limited partner of TCV Member Fund, L.P., which is the sole limited partner of TCV Mariner MF. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner MF, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 6 )This number represents a weighted average sale price per share. The shares were sold at prices ranging from $41.575 to $42.055 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 7 )This number represents a weighted average sale price per share. The shares were sold at prices ranging from $41.71 to $42.375 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 8 )These shares are directly held by Mariner Investor II, L.P. ("Mariner II"). Jay C. Hoag is a Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII"). Management VIII is the sole general partner of Technology Crossover Management VIII, L.P., which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Mariner Investor GP II, LLC, which in turn is the sole general partner of Mariner II. Mr. Hoag may be deemed to beneficially own the shares held by Mariner II but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 9 )Mr. Hoag is a trustee of Hoag Family Trust U/A Dtd 8/2/94. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

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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