Statement of Changes in Beneficial Ownership (4)
July 09 2020 - 3:46PM
Edgar (US Regulatory)
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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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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1. Name and Address of Reporting Person
*
Owens Bradley D. |
2. Issuer Name and Ticker or Trading Symbol
ZILLOW GROUP, INC.
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Z AND ZG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Counsel |
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(Last)
(First)
(Middle)
C/O ZILLOW GROUP, INC., 1301 SECOND AVENUE, FLOOR 31 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/7/2020 |
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(Street)
SEATTLE, WA 98101
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 7/7/2020 | | M | | 5080.0000 | A | $24.8077 | 5564.0000 | D | |
| Class A Common Stock | 7/7/2020 | | S | | 5080.0000 (1) | D | $65.0000 | 484.0000 | D | |
| Class C Capital Stock | 7/7/2020 | | M | | 10160.0000 | A | $28.6211 | 11128.0000 | D | |
| Class C Capital Stock | 7/7/2020 | | S | | 10160.0000 (1) | D | $65.0000 | 968.0000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | $24.8077 | 7/7/2020 | | M | | | 5080.0000 | 2/1/2015 (2) | 1/2/2021 | Class A Common Stock | 5080.0000 | $0.0000 | 0.0000 | D | |
| Stock Option (Right to Buy) | $28.6211 | 7/7/2020 | | M | | | 10160.0000 | 2/1/2015 (2) | 1/2/2021 | Class C Capital Stock | 10160.0000 | $0.0000 | 0.0000 | D | |
| Explanation of Responses: |
| (1) | The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 3, 2020. |
| (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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Owens Bradley D.
C/O ZILLOW GROUP, INC.
1301 SECOND AVENUE, FLOOR 31
SEATTLE, WA 98101 |
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| General Counsel |
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Signatures
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| Shannon Cartales, Attorney-in-Fact | | 7/7/2020 |
| **Signature of Reporting Person | Date |
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