Sec Form 4 Filing - Levine Paul M. @ ZILLOW GROUP, INC. - 2017-05-17

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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The following is an SEC EDGAR document rendered as filed.
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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
(Last)
(First)
(Middle)
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31
3. Date of Earliest Transaction (MM/DD/YY)
05/17/2017
(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 05/17/2017 M 1,045 A $ 0 41,190 D
Class A Common Stock 05/17/2017 M 664 A $ 0 41,854 D
Class C Capital Stock 05/17/2017 M 2,090 A $ 0 91,095 D
Class C Capital Stock 05/17/2017 M 1,328 A $ 0 92,423 D
Class A Common Stock 05/18/2017 S 2,105 ( 1 ) D $ 41.1511 ( 2 ) 39,749 D
Class C Capital Stock 05/18/2017 S 4,562 ( 1 ) D $ 41.1541 ( 3 ) 87,861 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 $ 0 05/17/2017 M 1,045 02/17/2016( 4 ) ( 4 ) Class A Common Stock 1,045 $ 0 7,322 D
Restricted Stock Units $ 0 05/17/2017 M 664 08/17/2015( 5 ) ( 5 ) Class A Common Stock 664 $ 0 4,649 D
Restricted Stock Units $ 0 05/17/2017 M 2,090 02/17/2016( 4 ) ( 4 ) Class C Capital Stock 2,090 $ 0 14,644 D
Restricted Stock Units $ 0 05/17/2017 M 1,328 08/17/2015( 5 ) ( 5 ) Class C Capital Stock 1,328 $ 0 9,298 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 05/18/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares sold to cover tax withholding due upon vesting of restricted stock units.
( 2 )The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $41.13 to $41.1701. 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 $41.12 to $41.17. 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 )Represents restricted stock units, of which 1/4 vest on the one-year anniversary of 2/17/15 and an additional 1/16th vest after each three-month period thereafter over the next three years.
( 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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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