Zillow (Z) Form 4 ZILLOW / ERIK C BLACHFORD 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

BLACHFORD ERIK C

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2021

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	09/01/2021		M		1,572	A	$34.619	65,591	D
Class C Capital Stock	09/01/2021		M		3,145	A	$39.9405	110,981	D
Class C Capital Stock	09/01/2021		M		8,418	A	$21.46	119,399	D
Class C Capital Stock	09/01/2021		M		4,893	A	$47.96	124,292	D
Class C Capital Stock	09/01/2021		M		5,517	A	$40.36	129,809	D
Class C Capital Stock	09/01/2021		M		5,334	A	$55.81	135,143	D
Class C Capital Stock	09/01/2021		M		6,536	A	$35.39	141,679	D
Class C Capital Stock	09/01/2021		M		4,901	A	$35.39	146,580	D
Class A Common Stock	09/01/2021		D		1,572	D	$98.0562(1)	64,019	D
Class C Capital Stock	09/01/2021		D		38,744	D	$98.5425(2)	107,836	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)	$34.619	09/01/2021		M			1,572	03/02/2015(3)	03/02/2022	Class A Common Stock	1,572	$0	1,573	D
Class C Capital Stock	$39.9405	09/01/2021		M			3,145	03/02/2015(3)	03/02/2022	Class C Capital Stock	3,145	$0	3,145	D
Stock Option (right to buy)	$21.46	09/01/2021		M			8,418	03/01/2016(4)	03/01/2026	Class C Capital Stock	8,418	$0	8,417	D
Stock Option (right to buy)	$47.96	09/01/2021		M			4,893	06/01/2018(5)	03/01/2028	Class C Capital Stock	4,893	$0	4,893	D
Stock Option (right to buy)	$40.36	09/01/2021		M			5,517	06/01/2019(5)	03/01/2029	Class C Capital Stock	5,517	$0	5,517	D
Stock Option (right to buy)	$55.81	09/01/2021		M			5,334	06/01/2020(5)	03/01/2030	Class C Capital Stock	5,334	$0	5,334	D
Stock Option (right to buy)	$35.39	09/01/2021		M			6,536	06/01/2017(5)	03/01/2027	Class C Capital Stock	6,536	$0	6,535	D
Stock Option (right to buy)	$35.39	09/01/2021		M			4,901	03/01/2017(4)	03/01/2027	Class C Capital Stock	4,901	$0	4,902	D

Explanation of Responses:

1. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $98.04 to $98.10. 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.

2. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $98.12 to $99.10. 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. Option fully vested and exercisable on date of grant.

4. Option is fully vested and exercisable on date of grant.

5. 1/4th of the shares subject to the option will vest and become exercisable after each-three-month period following the grant date such that the option will be fully vested and exercisable on the one-year anniversary of the grant date.

Remarks:

	/s/ Brad Owens, Attorney-in-Fact	09/01/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.