Zillow Group, Inc.
ZILLOW GROUP, INC. (Form: 3, Received: 06/08/2018 17:22:10)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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 *

Rock Jennifer

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/31/2018 

3. Issuer Name and Ticker or Trading Symbol

ZILLOW GROUP, INC. [Z AND ZG]

(Last)        (First)        (Middle)

C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Interim CFO /

(Street)

SEATTLE, WA 98101       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class C Capital Stock   8430.0000   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   1/1/2016   (2) 1/7/2022   Class A Common Stock   2188.0000   $30.7534   D    
Stock Option (Right to Buy)   5/18/2016   (3) 3/28/2026   Class C Capital Stock   17719.0000   $22.4100   D    
Stock Option (Right to Buy)   8/3/2016   (2) 8/18/2022   Class C Capital Stock   9376.0000   $26.0600   D    
Stock Option (Right to Buy)   5/17/2017   (3) 3/7/2027   Class C Capital Stock   20625.0000   $35.1600   D    
Stock Option (Right to Buy)   1/1/2016   (2) 1/7/2022   Class C Capital Stock   4376.0000   $35.4807   D    

Explanation of Responses:
(1)  Represents a grant of restricted stock units that will vest as to 1/16th of the total amount of shares subject to the grant on each of the issuer's quarterly vesting dates until the restricted stock units are fully vested.
(2)  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.
(3)  Date at which first vesting occurs us indicated. 1/16th of the total number of shares subject to the option become exercisable at the first vesting date and an additional 1/16th become exercisable on each issuer quarterly vesting date occurring thereafter until the option is fully vested.

Remarks:
rockpoa.pdf

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rock Jennifer
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN
FLOOR 31
SEATTLE, WA 98101


Interim CFO

Signatures
/s/ Brad Owens, Attorney-in-Fact 6/8/2018
** 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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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