Sec Form 3 Filing - Daimler Susan @ ZILLOW GROUP, INC. - 2021-02-19

FORM 3 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 Daimler Susan 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 Zillow (Last) (First) (Middle) C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2021 (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 2,000 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) $ 30.7534 01/01/2016( 1 ) 01/07/2025 Class A Common Stock 4,250 D Stock Option (Right to Buy) $ 22.41 04/30/2017( 2 ) 03/28/2026 Class C Capital Stock 45,584 D Stock Option (Right to Buy) $ 22.41 05/13/2020( 3 ) 03/28/2026 Class C Capital Stock 17,094 D Stock Option (Right to Buy) $ 29.09 02/13/2019( 3 ) 12/20/2028 Class C Capital Stock 13,125 D Stock Option (Right to Buy) $ 35.16 05/13/2020( 3 ) 03/03/2027 Class C Capital Stock 30,194 D Stock Option (Right to Buy) $ 35.16 12/31/2017( 4 ) 03/07/2027 Class C Capital Stock 20,129 D Stock Option (Right to Buy) $ 35.4807 01/01/2016( 1 ) 01/07/2025 Class C Capital Stock 5,746 D Stock Option (Right to Buy) $ 40.36 05/15/2019( 3 ) 03/01/2029 Class C Capital Stock 84,269 D Stock Option (Right to Buy) $ 49.35 05/13/2020( 3 ) 03/06/2030 Class C Capital Stock 150,000 D Stock Option (Right to Buy) $ 53.95 05/13/2020( 3 ) 03/07/2028 Class C Capital Stock 33,930 D Stock Option (Right to Buy) $ 53.95 06/30/2019( 5 ) 03/07/2028 Class C Capital Stock 22,620 D Stock Option (Right to Buy) $ 30.7534 01/01/2016( 1 ) 01/07/2025 Class A Common Stock 4,250 I By Spouse Stock Option (Right to Buy) $ 22.41 04/30/2017( 2 ) 03/28/2026 Class C Capital Stock 29,698 I By Spouse Stock Option (Right to Buy) $ 29.09 02/13/2019( 3 ) 12/20/2028 Class C Capital Stock 8,438 I By Spouse Stock Option (Right to Buy) $ 35.16 12/31/2017( 4 ) 03/07/2027 Class C Capital Stock 13,500 I By Spouse Stock Option (Right to Buy) $ 35.4807 01/01/2016( 1 ) 01/07/2025 Class C Capital Stock 11,576 I By Spouse Stock Option (Right to Buy) $ 40.36 05/15/2019( 3 ) 03/01/2029 Class C Capital Stock 8,846 I By Spouse Stock Option (Right to Buy) $ 49.35 05/13/2020( 3 ) 03/06/2030 Class C Capital Stock 65,625 I By Spouse Stock Option (Right to Buy) $ 53.95 06/30/2019( 5 ) 03/07/2028 Class C Capital Stock 15,100 I By Spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Daimler Susan C/O ZILLOW GROUP, INC., 1301 SECOND AVEN FLOOR 31 SEATTLE, WA98101 President of Zillow Signatures Shannon Cartales, Attorney-in-Fact 02/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 first 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 first 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 first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years until the option is fully vested. ( 2 )Date at which first vesting occurs is indicated. The number of shares reported became fully vested following management's approval that certain annual performance criteria applicable to the option were satisfied for 2016 and 2017. ( 3 )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. ( 4 )Date at which first vesting occurs is indicated. The number of shares reported became fully vested following management's approval that certain annual performance criteria applicable to the option were satisfied for 2017. ( 5 )Date at which first vesting occurs is indicated. The number of shares reported became fully vested following management's approval that certain annual performance criteria applicable to the option were satisfied for 2018.

Remarks: daimlerpoa.txt

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