Sec Form 4 Filing - Daimler Susan @ ZILLOW GROUP, INC. - 2021-03-09

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 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) 03/09/2021 (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

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) $ 40.36 03/09/2021 A 70,116 05/19/2021( 1 ) 03/01/2029 Class C Capital Stock 70,116 $ 0 70,116 I By Spouse Stock Option (Right to Buy) $ 35.16 03/09/2021 A 40,500 05/19/2021( 2 ) 03/07/2027 Class C Capital Stock 40,500 $ 0 40,500 I By Spouse Stock Option (Right to Buy) $ 53.95 03/09/2021 A 45,300 05/19/2021( 3 ) 03/07/2028 Class C Capital Stock 45,300 $ 0 45,300 I By Spouse Stock Option (Right to Buy) $ 22.41 03/09/2021 A 44,547 05/19/2021( 4 ) 03/28/2026 Class C Capital Stock 44,547 $ 0 44,547 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 03/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Date at which first vesting is indicated. On March 1, 2019, the option was granted with vesting based on achievment of annual performance criteria. On March 9, 2021, the option was amended to vest as to 1/6th on the first vesting date indicated and as to an additional 1/6th on each issuer quarterly vesting date occurring thereafter until the option is fully vested. ( 2 )Date at which first vesting is indicated. On March 7, 2017, an option for 40,500 shares was granted, of which 13,500 shares subject to the option were fully vested prior to the date of this report, reported on the Form 3 for the reporting individual and, effective March 9, 2021, 27,000 shares were amended to vest as to 1/6th on the first vesting date indicated and as to an additional 1/6th on each issuer quarterly vesting date occurring thereafter until the option is fully vested. The option previously vested based on achievement of annual performance criteria. ( 3 )Date at which first vesting is indicated. On March 7, 2018, an option for 45,300 shares was granted, of which 15,100 shares subject to the option were fully vested prior to the date of this report, reported on the Form 3 for the reporting individual and, effective March 9, 2021, 30,200 shares were amended to vest as to 1/6th on the first vesting date indicated and as to an additional 1/6th on each issuer quarterly vesting date occurring thereafter until the option is fully vested. The option previously vested based on achievement of annual performance criteria. ( 4 )Date at which first vesting is indicated. On March 28, 2016, an option for 44,547 shares was granted, of which 29,698 shares subject to the option were fully vested prior to the date of this report, reported on the Form 3 for the reporting individual and, effective March 9, 2021, 14,849 shares were amended to vest as to 1/6th on the first vesting date indicated and as to an additional 1/6th on each issuer quarterly vesting date occurring thereafter until the option is fully vested. The option previously vested based on achievement of annual performance criteria.

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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