Paul M. Levine Form 4 ZILLOW / Paul M. Levine 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^*

Levine Paul 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President of Trulia, Inc.

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2015

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	08/17/2015		M		1,328	A	$0.0000	59,840	D
Class C Capital Stock	08/17/2015		M		2,656	A	$0.0000	119,680(1)	D
Class A Common Stock	08/18/2015		S		647(2)	D	$27.3955(3)	59,193	D
Class C Capital Stock	08/18/2015		S		1,321(2)	D	$26.0314(4)	118,359(1)	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
Restricted Stock Units(5)	$0.0000	08/17/2015		M			1,328	08/17/2015(6)	(7)	Class A Common Stock	1,328	$0.0000	9,297	D
Restricted Stock Units(5)	$0.0000	08/17/2015		M			2,656	08/17/2015(6)	(6)	Class C Capital Stock	2,656	$0.0000	18,594	D

Explanation of Responses:

1. On July 21, 2015, the Issuer announced a stock dividend pursuant to which all holders of Class A Common Stock on July 31, 2015, the record date for the dividend, received on August 14, 2015 two shares of Class C Capital Stock for each share of Class A Common Stock held by them as of the record date (the "Class C Dividend"). The holdings in this column include shares of Class C Capital Stock received by the Reporting Person pursuant to the Class C Dividend.

2. Represents shares sold to cover tax withholding due upon vesting.

3. The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $27.3901 to $27.4250. 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 $26.021 to $26.038. 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. These restricted stock units ("RSUs") were previously reported as RSUs entitling the Reporting Person to receive one share of Class A Common Stock for each share underlying the RSUs as they vest. As a result of the Class C Dividend, these RSUs were proportionately adjusted and now relate to one share of Class A Common Stock and two shares of Class C Capital Stock for each share of Class A Common Stock that was subject to the RSUs as of the record date.

6. Represents restricted stock units of which 1/8th vest on the six-month anniversary of 2/17/15 and an additional 1/16th vest after each three-month period thereafter over the next three and a half years.

7. Represents restricted stock units, of which 1/4 vest on the one-year anniversary of 2/17/15 and an additional 1/16th vest after each three-month period thereafter over the next three years.

	/s/ Brad Owens, Attorney-in-Fact	08/19/2015
	** Signature of Reporting Person	Date
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