SEC Form 4 · accession 0001225208-15-005246

ZILLOW GROUP, INC. · Z AND ZG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David A. Beitel

Officer — Chief Technology Officer

Period of report

Feb 20, 2015

Accepted (ET)

Feb 23, 2015 · 6:14 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001617640

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Common Stock	Feb 20, 2015	M	3,698	$3.887	A	15,151	D
Class A Common Stock	Feb 20, 2015	M	2,688	$36.36	A	17,839	D
Class A Common Stock	Feb 20, 2015	M	1,543	$30.46	A	19,382	D
Class A Common Stock	Feb 20, 2015	M	1,250	$57.835	A	20,632	D
Class A Common Stock^F1	Feb 20, 2015	S	200	$125.8977	D	20,432	D
Class A Common Stock^F2	Feb 20, 2015	S	200	$123.855	D	20,232	D
Class A Common Stock^F3	Feb 20, 2015	S	1,000	$124.9403	D	19,232	D
Class A Common Stock^F4	Feb 20, 2015	S	2,400	$122.7475	D	16,832	D
Class A Common Stock^F5,F6	Feb 20, 2015	S	5,379	$127.0252	D	11,453	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F7	$36.36	Feb 20, 2015	M	2,688	D	Feb 1, 2014	Jan 24, 2020	Class A Common Stock	2,688	21,500	D
Stock Option (Right to Buy)^F7	$3.887	Feb 20, 2015	M	3,698	D	Mar 1, 2012	Mar 1, 2018	Class A Common Stock	3,698	1,233	D
Stock Option (Right to Buy)^F7	$30.46	Feb 20, 2015	M	1,543	D	Mar 1, 2013	Feb 2, 2019	Class A Common Stock	1,543	6,689	D
Stock Option (Right to Buy)^F7	$57.835	Feb 20, 2015	M	1,250	D	Jun 27, 2014	Jun 27, 2020	Class A Common Stock	1,250	12,084	D

Explanation of responses

F1The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $125.71 to $126.09. 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.
F2The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $123.50 to $124.21. 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.
F3The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $124.53 to $125.46. 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.
F4The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $122.00 to $122.78. 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.
F5The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $126.75 to $127.09. 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.
F6Number of shares adjusted to include 4 shares directly held that were inadvertently omitted from the reporting person's prior report filed February 17, 2015.
F7Date 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.