Spencer M Rascoff Form 4 ZILLOW / Spencer M Rascoff ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rascoff Spencer M

(Last) (First) (Middle)

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

FLOOR 31

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 A Common Stock	07/18/2017		M		7,500	A	$1.1752	7,500	D
Class A Common Stock	07/18/2017		S		7,500(1)	D	$46.2855(2)	0.0000	D
Class C Capital Stock	07/18/2017		M		14,900	A	$1.3559	26,900	D
Class C Capital Stock	07/18/2017		S		14,900(1)	D	$46.4196(3)	12,000	D
Class A Common Stock	07/19/2017		M		7,500	A	$1.1752	7,500	D
Class A Common Stock	07/19/2017		S		7,500(1)	D	$45.6234(4)	0.0000	D
Class C Capital Stock	07/19/2017		M		14,900	A	$1.3559	26,900	D
Class C Capital Stock	07/19/2017		S		14,900(1)	D	$45.7904(5)	12,000	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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)	$1.1752	07/18/2017		M			7,500	09/01/2012(6)	03/01/2018	Class A Common Stock	7,500	$0.0000	20,727	D
Stock Option (Right to Buy)	$1.3559	07/18/2017		M			14,900	09/01/2012(6)	03/01/2018	Class C Capital Stock	14,900	$0.0000	43,554	D
Stock Option (Right to Buy)	$1.1752	07/19/2017		M			7,500	09/01/2012(6)	03/01/2018	Class A Common Stock	7,500	$0.0000	13,227	D
Stock Option (Right to Buy)	$1.3559	07/19/2017		M			14,900	09/01/2012(6)	03/01/2018	Class C Capital Stock	14,900	$0.0000	28,654	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 $45.90 to $46.55. 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 $46.05 to $46.75. 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 $45.34 to $46.07. 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 $45.50 to $46.29. 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.

	/s/ Brad Owens, Attorney-in-Fact	07/19/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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