| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/04/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 C Capital Stock | 7,703(1) | D | ||||||||
| Class C Capital Stock | 1,946,114 | I | TCV VIII, L.P.(2) | |||||||
| Class C Capital Stock | 524,804 | I | TCV VIII (A) Mariner, L.P.(3) | |||||||
| Class C Capital Stock | 120,869 | I | TCV VIII (B), L.P.(4) | |||||||
| Class C Capital Stock | 422 | I | TCV VIII Management, L.L.C.(5) | |||||||
| Class C Capital Stock | 309,792 | I | TCV Member Fund, L.P.(6) | |||||||
| Class C Capital Stock | 2,157,155 | I | TCV IX, L.P.(7) | |||||||
| Class C Capital Stock | 608,672 | I | TCV IX (A) Opportunities, L.P.(8) | |||||||
| Class C Capital Stock | 115,208 | I | TCV IX (B), L.P.(9) | |||||||
| Class C Capital Stock | 751 | I | TCV IX Management, L.L.C.(5) | |||||||
| Class C Capital Stock | 1,525,612 | I | TCV XI, L.P.(10) | |||||||
| Class C Capital Stock | 484,217 | I | TCV XI (A), L.P.(11) | |||||||
| Class C Capital Stock | 107,930 | I | TCV XI (B), L.P.(12) | |||||||
| Class C Capital Stock | 114,536 | I | TCV XI (Lux), SCSp(13) | |||||||
| Class C Capital Stock | 240 | I | TCV XI Management, L.L.C.(5) | |||||||
| Class C Capital Stock | 105,741 | I | TCV XI Member Fund, L.P.(14) | |||||||
| Class C Capital Stock | 58,098 | I | Hoag Family Trust, U/A DTD 08/02/1994(15) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $76.66 | 03/01/2025 | A | 11,586 | 06/01/2025(16) | 03/01/2035 | Class C Capital Stock | 11,586 | $0 | 11,586 | D(17) | ||||
| Explanation of Responses: |
| 1. 707 shares were inadvertently omitted from the direct holdings in the original Form 4 due to an administrative oversight. |
| 2. These shares are directly held by TCV VIII, L.P. ("TCV VIII"). Jay C. Hoag is a Class A Member and Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII") and a limited partner of Technology Crossover Management VIII, L.P. ("TCM VIII"). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII. Mr. Hoag may be deemed to beneficially own the shares held by TCV VIII but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 3. These shares are directly held by TCV VIII (A) Mariner, L.P. ("TCV Mariner A"). Jay C. Hoag is a Class A Member and Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (A), L.P., which in turn is the sole member of TCV Mariner Investor VIII, LLC, which in turn is the sole general partner of TCV Mariner A. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner A but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 4. These shares are directly held by TCV VIII (B), L.P. ("TCV VIII (B)"). Jay C. Hoag is a Class A Member and Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV VIII (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 5. Jay C. Hoag is a Member of TCV VIII Management, L.L.C., TCV IX Management, L.L.C and TCV XI Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such RSUs and the shares to be received upon their exercise except to the extent of his pecuniary interest therein. |
| 6. These shares are directly held by TCV Member Fund, L.P. ("Member Fund"). Jay C. Hoag is a limited partner of Member Fund and a Class A Member and Class A Director of Management VIII and Technology Crossover Management IX, Ltd. ("Management IX"). Each of Management VIII and Management IX is a general partner of Member Fund. Mr. Hoag may be deemed to beneficially own the shares held by Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 7. These shares are directly held by TCV IX, L.P. ("TCV IX"). Jay C. Hoag is a Class A Member and Class A Director of Management IX and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 8. These shares are directly held by TCV IX (A) Opportunities, L.P. ("TCV IX A Opportunities"). Jay C. Hoag is a Class A Member and Class A Director of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, which in turn is sole shareholder of TCV IX (A) Opportunities, Ltd., which in turn is the sole limited partner of TCV IX A Opportunities. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX A Opportunities but disclaims beneficial ownership of such shares except to the except of his pecuniary interest therein. |
| 9. These shares are directly held by TCV IX (B), L.P. ("TCV IX (B)"). Jay C. Hoag is a Class A Member and Class A Director of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV IX (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 10. These shares are directly held by TCV XI, L.P. ("TCV XI"). Jay C. Hoag is a Class A Member and Class A Director of Technology Crossover Management XI, Ltd. ("Management XI") and a limited partner of Technology Crossover Management XI, L.P. ("TCM XI"). Management XI is the sole general partner of TCM XI, which in turn is the sole general partner of TCV XI. Mr. Hoag may be deemed to beneficially own the shares held by TCV XI but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 11. These shares are directly held by TCV XI (A), L.P. ("TCV XI (A)"). Jay C. Hoag is a Class A Member and Class A Director of Management XI and a limited partner of TCM XI. Management XI is the sole general partner of TCM XI, which in turn is the sole general partner of TCV XI (A). Mr. Hoag may be deemed to beneficially own the shares held by TCV XI (A) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 12. These shares are directly held by TCV XI (B), L.P. ("TCV XI (B)"). Jay C. Hoag is a Class A Member and Class A Director of Management XI and a limited partner of TCM XI. Management XI is the sole general partner of TCM XI, which in turn is the sole general partner of TCV XI (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV XI (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein |
| 13. These shares are directly held by TCV XI (Lux), SCSp ("TCV XI Lux"). Jay C. Hoag is a Class A Member and Class A Director of Management XI. Management XI is the sole shareholder of Technology Crossover Management XI, S.a r.l. ("TCM XI Sarl"), which is in turn the managing General Partner of TCV XI Lux. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 14. These shares are directly held by TCV XI Member Fund, L.P. ("TCV XI Member Fund"). Mr. Hoag is a Class A Member and Class A Director of Management XI and a limited partner of TCV XI Member Fund. Management XI is the sole general partner of TCV XI Member Fund. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 15. These shares are directly held by The Hoag Family Trust U/A DTD 08/02/1994. Jay C. Hoag is a trustee of The Hoag Family Trust U/A DTD 08/02/1994. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 16. 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. |
| 17. Jay C. Hoag has sole dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C., TCV IX Management, L.L.C and TCV XI Management, L.L.C. have a right to 100% of the pecuniary interest in such options. Mr. Hoag is a Member of TCV VIII Management, L.L.C., TCV IX Management, L.L.C and TCV XI Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein. |
| /s/ Frederic D. Fenton Authorized signatory for Jay C. Hoag | 03/18/2025 | |
| ** 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. | ||