SEC Form 4 · accession 0001225208-18-013406

ZILLOW GROUP, INC. · Z AND ZG

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

Reporting owner

Spencer M Rascoff

Officer — Chief Executive Officer · Director

Period of report

Sep 13, 2018

Accepted (ET)

Sep 14, 2018 · 6:41 pm EDT

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 C Capital Stock	Sep 13, 2018	M	56,200	$12.6833	A	68,200	D
Class C Capital Stock	Sep 13, 2018	M	1,318	$10.0392	A	69,518	D
Class C Capital Stock^F1,F2	Sep 13, 2018	S	7,700	$47.7768	D	61,818	D
Class C Capital Stock^F1,F3	Sep 13, 2018	S	49,818	$46.8171	D	12,000	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)^F4	$12.6833	Sep 13, 2018	M	56,200	D	Jan 24, 2016	Jan 24, 2023	Class C Capital Stock	56,200	943,800	D
Stock Option (Right to Buy)^F5	$10.0392	Sep 13, 2018	M	1,318	D	Dec 26, 2013	Dec 26, 2019	Class C Capital Stock	1,318	0	D

Explanation of responses

F1The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 16, 2017.
F2The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $47.33 to $48.19. 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 $46.32 to $47.32. 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.
F4Date 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.
F5Date at which first vesting occurs is indicated. 1/8th of the total number of shares originally subject to the option becomes vested at the first vesting date and an additional 1/96th each month thereafter. An additional 1/8th of the total number of the shares originally subject to the option becomes vested on the one-year anniversary of the date of the first vesting and an additional 1/96th each month thereafter until the option is fully vested.