Sec Form 4 Filing - Prawer Arik @ ZILLOW GROUP, INC. - 2020-08-12

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 Prawer Arik 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, Homes (Last) (First) (Middle) C/O ZILLOW GROUP, INC., 1301 SECOND AVENUE FLOOR 31 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2020 (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 C Capital Stock 08/12/2020 M 6,601 A $ 40.36 145,828 D Class C Capital Stock 08/12/2020 M 3,606 A $ 46.85 149,434 D Class C Capital Stock 08/12/2020 M 3,516 A $ 49.35 152,950 D Class C Capital Stock 08/12/2020 S 13,723 ( 1 ) D $ 75.36 139,227 D Class C Capital Stock 08/13/2020 S 6,845 ( 2 ) D $ 75.9297 ( 3 ) 132,382 D Class C Capital Stock 08/14/2020 S 6,940 ( 1 ) D $ 73.89 125,442 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) $ 46.85 08/12/2020 M 3,606 02/12/2019( 4 ) 02/18/2028 Class C Capital Stock 3,606 $ 0 21,633 D Stock Option (Right to Buy) $ 49.35 08/12/2020 M 3,516 05/13/2020( 5 ) 03/06/2030 Class C Capital Stock 3,516 $ 0 49,219 D Stock Option (Right to Buy) $ 40.36 08/12/2020 M 6,601 05/15/2019( 5 ) 03/01/2029 Class C Capital Stock 6,601 $ 0 66,004 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Prawer Arik C/O ZILLOW GROUP, INC. 1301 SECOND AVENUE FLOOR 31 SEATTLE, WA98101 President, Homes Signatures Shannon Cartales, Attorney-in-Fact 08/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 28, 2020. ( 2 )Represents shares sold to cover tax withholding due upon vesting of restricted stock units. ( 3 )The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $75.78 to $76.1350. 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 )Date at which first vesting occurs is indicated. 25% of the total number of shares subject to the option become exercisable at the first vesting date with the remainder to vest in substantially 12 equal installments on each issuer quarterly vesting date occurring thereafter until the option is fully vested. ( 5 )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 occurring 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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