Statement of Changes in Beneficial Ownership (4)
February 26 2020 - 4:17PM
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
*
Wacksman Jeremy |
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) President, Zillow |
(Last)
(First)
(Middle)
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/24/2020 |
(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 | 2/24/2020 | | M | | 27000.0000 | A | $30.7534 | 27468.0000 | D | |
Class A Common Stock | 2/24/2020 | | M | | 400.0000 | D | $61.6150 (1) | 27068.0000 | D | |
Class A Common Stock | 2/24/2020 | | S | | 10632.0000 | D | $60.1063 (2) | 16436.0000 | D | |
Class A Common Stock | 2/24/2020 | | S | | 15968.0000 | D | $61.1454 (3) | 468.0000 | D | |
Class C Capital Stock | 2/24/2020 | | M | | 75000.0000 | A | $26.0600 | 106709.0000 | D | |
Class C Capital Stock | 2/24/2020 | | M | | 54000.0000 | A | $35.4807 | 160709.0000 | D | |
Class C Capital Stock | 2/24/2020 | | M | | 44000.0000 | A | $28.6210 | 204709.0000 | D | |
Class C Capital Stock | 2/24/2020 | | S | | 55956.0000 | D | $60.8907 (4) | 148753.0000 | D | |
Class C Capital Stock | 2/24/2020 | | S | | 117044.0000 | D | $60.0290 (5) | 31709.0000 | 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) | $30.7534 | 2/24/2020 | | M | | | 27000.0000 | 1/1/2016 (6) | 1/7/2022 | Class A Common Stock | 27000.0000 | $0.0000 | 0.0000 | D | |
Stock Option (Right to Buy) | $35.4807 | 2/24/2020 | | M | | | 54000.0000 | 1/1/2016 (6) | 1/7/2022 | Class C Capital Stock | 54000.0000 | $0.0000 | 0.0000 | D | |
Stock Option (Right to Buy) | $28.6210 | 2/24/2020 | | M | | | 44000.0000 | 2/1/2015 (6) | 1/2/2021 | Class C Capital Stock | 44000.0000 | $0.0000 | 0.0000 | D | |
Stock Option (Right to Buy) | $26.0600 | 2/24/2020 | | M | | | 75000.0000 | 8/3/2016 (6) | 8/18/2022 | Class C Capital Stock | 75000.0000 | $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 $61.61 to $61.63. 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 $59.57 to $60.56. 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 $60.5950 to $61.59. 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 $60.52 to $61.13. 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. |
(5) | The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $59.50 to $60.50. 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) | 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 |
Wacksman Jeremy C/O ZILLOW GROUP, INC., 1301 SECOND AVEN FLOOR 31 SEATTLE, WA 98101 |
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| President, Zillow |
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Signatures
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/s/ Brad Owens, Attorney-in-Fact | | 2/25/2020 |
**Signature of Reporting Person | Date |
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