Statement of Changes in Beneficial Ownership (4)
March 03 2021 - 3:59PM
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
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MAFFEI GREGORY B |
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)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2021 |
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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 | 3/2/2021 | | M | | 4602.0000 | A | $25.0164 | 315274.0000 | D | |
| Class C Capital Stock | 3/2/2021 | | M | | 9204.0000 | A | $28.8618 | 629458.0000 | D | |
| Class C Capital Stock | 3/2/2021 | | S | | 2296.0000 | D | $165.8819 (1) | 627162.0000 | 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) | $167.0000 | 3/1/2021 | | A | | 3106.0000 | | 6/1/2021 (2) | 3/1/2031 | Class C Capital Stock | 3106.0000 | $0.0000 | 3106.0000 | D | |
| Stock Option (Right to Buy) | $25.0164 | 3/2/2021 | | M | | | 4602.0000 | 3/3/2014 (3) | 3/3/2021 | Class A Common Stock | 4602.0000 | $0.0000 | 0.0000 | D | |
| Stock Option (Right to Buy) | $28.8618 | 3/2/2021 | | M | | | 9204.0000 | 3/3/2014 (3) | 3/3/2021 | Class C Capital Stock | 9204.0000 | $0.0000 | 0.0000 | 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 $165.71 to $166.0650. 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) | 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. |
| (3) | Option is fully vested and exercisable. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MAFFEI GREGORY B
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN
FLOOR 31
SEATTLE, WA 98101 | X |
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Signatures
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| Shannon Cartales, Attorney-in-Fact | | 3/3/2021 |
| **Signature of Reporting Person | Date |
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