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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BARTON RICHARD N
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                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31
3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2021
(Street)

SEATTLE, WA 98101
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/1/2021  M  43750.0000 A$30.7534 184286.0000 D  
Class A Common Stock 3/1/2021  S  717.0000 (1)D$177.4759 (2)183569.0000 D  
Class A Common Stock 3/1/2021  S  5299.0000 (1)D$173.8749 (3)178270.0000 D  
Class A Common Stock 3/1/2021  S  10020.0000 (1)D$176.4931 (4)168250.0000 D  
Class A Common Stock 3/1/2021  S  13535.0000 (1)D$174.5529 (5)154715.0000 D  
Class A Common Stock 3/1/2021  S  14179.0000 (1)D$175.6320 (6)140536.0000 (7)D  
Class C Capital Stock 3/1/2021  M  87500.0000 A$35.4807 5731440.0000 D  
Class C Capital Stock 3/1/2021  S  600.0000 (1)D$170.0350 (8)5730840.0000 D  
Class C Capital Stock 3/1/2021  S  700.0000 (1)D$164.2307 (9)5730140.0000 D  
Class C Capital Stock 3/1/2021  S  3511.0000 (1)D$169.3399 (10)5726629.0000 D  
Class C Capital Stock 3/1/2021  S  11840.0000 (1)D$165.6057 (11)5714789.0000 D  
Class C Capital Stock 3/1/2021  S  14563.0000 (1)D$168.4929 (12)5700226.0000 D  
Class C Capital Stock 3/1/2021  S  27762.0000 (1)D$167.4330 (13)5672464.0000 D  
Class C Capital Stock 3/1/2021  S  28524.0000 (1)D$166.5421 (14)5643940.0000 (7)D  
Class A Common Stock         220004.0000 I Barton Descendants' Trust 12/30/04 
Class C Capital Stock         442086.0000 I Barton Descendants' Trust 12/30/04 
Class C Capital Stock         544046.0000 I Barton Ventures II LLC 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $30.7534 3/1/2021  M     43750.0000  1/7/2016 (15)1/7/2022 Class A Common Stock 43750.0000 $0.0000 0.0000 D  
Stock Option (Right to Buy) $35.4807 3/1/2021  M     87500.0000  1/7/2016 (15)1/7/2022 Class C Capital Stock 87500.0000 $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 December 7, 2020.
(2) The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $177.1350 to $177.73. 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 multiple transactions at prices ranging from $173.12 to $174.11. 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 multiple transactions at prices ranging from $176.13 to $177.10. 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.
(5) The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $174.12 to $175.10. 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.
(6) The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $175.12 to $176.10. 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.
(7) Excluded from this Form 4 are 20,000 Class A common shares and 387,000 Class C capital shares previously reported as indirectly held through The Barton Foundation, a 501(c)(3) charitable foundation. Since the shares are held by a 501(c)(3) charitable foundation, the reporting person has no pecuniary interest in them. The reporting person previously reported the gifts of the shares to The Barton Foundation on Form 4s filed on August 27, 2014, November 7, 2016, November 14, 2017 and September 3, 2020.
(8) The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $170.00 to $170.13. 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.
(9) The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $163.9050 to $164.86. 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.
(10) The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $168.99 to $169.86. 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.
(11) The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $164.99 to $165.98. 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.
(12) The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $167.99 to $168.97. 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.
(13) The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $166.99 to $167.9899. 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.
(14) The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $165.99 to $166.98. 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.
(15) 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BARTON RICHARD N
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN
FLOOR 31
SEATTLE, WA 98101
XXChief Executive Officer

Signatures
Shannon Cartales, Attorney-in-Fact3/2/2021
**Signature of Reporting PersonDate

Zillow (NASDAQ:Z)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Zillow Charts.
Zillow (NASDAQ:Z)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Zillow Charts.