Sec Form 4 Filing - Daimler Susan @ ZILLOW GROUP, INC. - 2021-09-08

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) 09/08/2021 (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 C Capital Stock 09/08/2021 M 9,358 A $ 35.4807 9,358 I By Spouse Class C Capital Stock 09/08/2021 M 4,950 A $ 22.41 14,308 I By Spouse Class C Capital Stock 09/08/2021 M 9,001 A $ 35.16 23,309 I By Spouse Class C Capital Stock 09/08/2021 S 23,309 D $ 95.2049 ( 1 ) 0 I By Spouse

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) $ 35.4807 09/08/2021 M 9,358 01/01/2016( 2 ) 01/07/2025 Class C Capital Stock 9,358 $ 0 2,218 I By Spouse Stock Option (right to buy) $ 22.41 09/08/2021 M 4,950 05/19/2021( 3 ) 03/28/2026 Class C Capital Stock 4,950 $ 0 39,597 I By Spouse Stock Option (right to buy) $ 35.16 09/08/2021 M 9,001 05/19/2021( 4 ) 03/07/2027 Class C Capital Stock 9,001 $ 35.16 31,499 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 /s/ Bradley D. Owens 09/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $94.92 to $95.50. 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. ( 2 )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. ( 3 )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. ( 4 )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.

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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