Sec Form 4 Filing - BARTON RICHARD N @ ZILLOW GROUP, INC. - 2021-03-01

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 BARTON RICHARD N 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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2021 (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 03/01/2021 M 43,750 A $ 30.7534 184,286 D Class A Common Stock 03/01/2021 S 717 ( 1 ) D $ 177.4759 ( 2 ) 183,569 D Class A Common Stock 03/01/2021 S 5,299 ( 1 ) D $ 173.8749 ( 3 ) 178,270 D Class A Common Stock 03/01/2021 S 10,020 ( 1 ) D $ 176.4931 ( 4 ) 168,250 D Class A Common Stock 03/01/2021 S 13,535 ( 1 ) D $ 174.5529 ( 5 ) 154,715 D Class A Common Stock 03/01/2021 S 14,179 ( 1 ) D $ 175.632 ( 6 ) 140,536 ( 7 ) D Class C Capital Stock 03/01/2021 M 87,500 A $ 35.4807 5,731,440 D Class C Capital Stock 03/01/2021 S 600 ( 1 ) D $ 170.035 ( 8 ) 5,730,840 D Class C Capital Stock 03/01/2021 S 700 ( 1 ) D $ 164.2307 ( 9 ) 5,730,140 D Class C Capital Stock 03/01/2021 S 3,511 ( 1 ) D $ 169.3399 ( 10 ) 5,726,629 D Class C Capital Stock 03/01/2021 S 11,840 ( 1 ) D $ 165.6057 ( 11 ) 5,714,789 D Class C Capital Stock 03/01/2021 S 14,563 ( 1 ) D $ 168.4929 ( 12 ) 5,700,226 D Class C Capital Stock 03/01/2021 S 27,762 ( 1 ) D $ 167.433 ( 13 ) 5,672,464 D Class C Capital Stock 03/01/2021 S 28,524 ( 1 ) D $ 166.5421 ( 14 ) 5,643,940 ( 7 ) D Class A Common Stock 220,004 I Barton Descendants' Trust 12/30/04 Class C Capital Stock 442,086 I Barton Descendants' Trust 12/30/04 Class C Capital Stock 544,046 I Barton Ventures II LLC

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 03/01/2021 M 43,750 01/07/2016( 15 ) 01/07/2022 Class A Common Stock 43,750 $ 0 0 D Stock Option (Right to Buy) $ 35.4807 03/01/2021 M 87,500 01/07/2016( 15 ) 01/07/2022 Class C Capital Stock 87,500 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARTON RICHARD N C/O ZILLOW GROUP, INC., 1301 SECOND AVEN FLOOR 31 SEATTLE, WA98101 X X Chief Executive Officer Signatures Shannon Cartales, Attorney-in-Fact 03/02/2021 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 December 7, 2020. ( 2 )The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $177.1350 to $177.73. 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 multiple transactions at prices ranging from $173.12 to $174.11. 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 multiple transactions at prices ranging from $176.13 to $177.10. 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 multiple transactions at prices ranging from $174.12 to $175.10. 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 multiple transactions at prices ranging from $175.12 to $176.10. 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 )Excluded from this Form 4 are 20,000 Class A common shares and 387,000 Class C capital shares previously reported as indirectly held through The Barton Foundation, a 501(c)(3) charitable foundation. Since the shares are held by a 501(c)(3) charitable foundation, the reporting person has no pecuniary interest in them. The reporting person previously reported the gifts of the shares to The Barton Foundation on Form 4s filed on August 27, 2014, November 7, 2016, November 14, 2017 and September 3, 2020. ( 8 )The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $170.00 to $170.13. 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. ( 9 )The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $163.9050 to $164.86. 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. ( 10 )The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $168.99 to $169.86. 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. ( 11 )The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $164.99 to $165.98. 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. ( 12 )The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $167.99 to $168.97. 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. ( 13 )The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $166.99 to $167.9899. 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. ( 14 )The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $165.99 to $166.98. 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. ( 15 )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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