Zillow Group, Inc.
ZILLOW GROUP, INC. (Form: 4, Received: 03/16/2017 17:43:11)
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 OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rascoff Spencer M
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                      _____ 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/YYYY)

3/14/2017
(Street)

SEATTLE, WA 98101
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/14/2017     M    7500.0000   A $0.9811   7500.0000   D    
Class A Common Stock   3/14/2017     S    7500.0000   (1) D $35.2015   (2) 0.0000   D    
Class C Capital Stock   3/14/2017     M    14900.0000   A $1.1319   26900.0000   D    
Class C Capital Stock   3/14/2017     S    14900.0000   (1) D $35.6399   (3) 12000.0000   D    
Class A Common Stock   3/15/2017     M    7500.0000   A $0.9811   7500.0000   D    
Class A Common Stock   3/15/2017     S    7500.0000   (1) D $35.8908   (4) 0.0000   D    
Class C Capital Stock   3/15/2017     M    14900.0000   A $1.1319   26900.0000   D    
Class C Capital Stock   3/15/2017     S    14900.0000   (1) D $36.2126   (5) 12000.0000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $0.9811   3/14/2017     M         7500.0000    9/15/2011   (6) 9/15/2017   Class A Common Stock   7500.0000   $0.0000   32650.0000   D    
Stock Option (Right to Buy)   $1.1319   3/14/2017     M         14900.0000    9/15/2011   (6) 9/15/2017   Class C Capital Stock   14900.0000   $0.0000   66600.0000   D    
Stock Option (Right to Buy)   $0.9811   3/15/2017     M         7500.0000    9/15/2011   (6) 9/15/2017   Class A Common Stock   7500.0000   $0.0000   25150.0000   D    
Stock Option (Right to Buy)   $1.1319   3/15/2017     M         14900.0000    9/15/2011   (6) 9/15/2017   Class C Capital Stock   14900.0000   $0.0000   51700.0000   D    

Explanation of Responses:
( 1)  The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 15, 2016.
( 2)  The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $35.00 to $35.56. 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 mulitiple transactions at prices ranging from $35.46 to $35.9650. 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 mulitiple transactions at prices ranging from $35.41 to $36.40. 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 mulitiple transactions at prices ranging from $35.70 to $36.70. 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)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rascoff Spencer M
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN
FLOOR 31
SEATTLE, WA 98101
X
Chief Executive Officer

Signatures
/s/ Brad Owens, Attorney-in-Fact 3/15/2017
** Signature of Reporting Person Date


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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