Director Hoag Jay C bought $99,966,743 worth of Class C Capital Stock (2,338,036 units at $42.76) (SEC Form 4)

6/11/24 9:59:08 PM ET

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SEC FORM 4 SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Hoag Jay C

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZILLOW GROUP, INC. [ Z ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Capital Stock	06/07/2024		P		652,520	A	$42.275⁽¹⁾	652,520	I	TCV XI, L.P.⁽⁴⁾
Class C Capital Stock	06/07/2024		P		207,104	A	$42.275⁽¹⁾	207,104	I	TCV XI (A), L.P.⁽⁵⁾
Class C Capital Stock	06/07/2024		P		46,162	A	$42.275⁽¹⁾	46,162	I	TCV XI (B), L.P.⁽⁶⁾
Class C Capital Stock	06/07/2024		P		48,988	A	$42.275⁽¹⁾	48,988	I	TCV XI (Lux), SCSp⁽⁷⁾
Class C Capital Stock	06/07/2024		P		45,226	A	$42.275⁽¹⁾	45,226	I	TCV XI Member Fund, L.P.⁽⁸⁾
Class C Capital Stock	06/10/2024		P		533,020	A	$43.144⁽²⁾	1,185,540	I	TCV XI, L.P.⁽⁴⁾
Class C Capital Stock	06/10/2024		P		169,176	A	$43.144⁽²⁾	376,280	I	TCV XI (A), L.P.⁽⁵⁾
Class C Capital Stock	06/10/2024		P		37,709	A	$43.144⁽²⁾	83,871	I	TCV XI (B), L.P.⁽⁶⁾
Class C Capital Stock	06/10/2024		P		40,017	A	$43.144⁽²⁾	89,005	I	TCV XI (Lux), SCSp⁽⁷⁾
Class C Capital Stock	06/10/2024		P		36,944	A	$43.144⁽²⁾	82,170	I	TCV XI Member Fund, L.P.⁽⁸⁾
Class C Capital Stock	06/11/2024		P		340,072	A	$43.074⁽³⁾	1,525,612	I	TCV XI, L.P.⁽⁴⁾
Class C Capital Stock	06/11/2024		P		107,937	A	$43.074⁽³⁾	484,217	I	TCV XI (A), L.P.⁽⁵⁾
Class C Capital Stock	06/11/2024		P		24,059	A	$43.074⁽³⁾	107,930	I	TCV XI (B), L.P.⁽⁶⁾
Class C Capital Stock	06/11/2024		P		25,531	A	$43.074⁽³⁾	114,536	I	TCV XI (Lux), SCSp⁽⁷⁾
Class C Capital Stock	06/11/2024		P		23,571	A	$43.074⁽³⁾	105,741	I	TCV XI Member Fund, L.P.⁽⁸⁾
Class C Capital Stock								1,946,114	I	TCV VIII, L.P.⁽⁹⁾
Class C Capital Stock								524,804	I	TCV VIII (A) Mariner, L.P.⁽¹⁰⁾
Class C Capital Stock								120,869	I	TCV VIII (B), L.P.⁽¹¹⁾
Class C Capital Stock								309,792	I	TCV Member Fund, L.P.⁽¹²⁾
Class C Capital Stock								2,157,155	I	TCV IX, L.P.⁽¹³⁾
Class C Capital Stock								608,672	I	TCV IX (A) Opportunities, L.P.⁽¹⁴⁾
Class C Capital Stock								115,208	I	TCV IX (B), L.P.⁽¹⁵⁾
Class C Capital Stock								58,098	I	Hoag Family Trust, U/A DTD 08/02/1994⁽¹⁶⁾
Class C Capital Stock								9,116	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price represents a weighted average purchase price per share. These shares were purchased in multiple transactions at prices ranging from $41.9500 to $42.5999, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1).

2. The price represents a weighted average purchase price per share. These shares were purchased in multiple transactions at prices ranging from $42.6273 to $43.4492, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (2).

3. The price represents a weighted average purchase price per share. These shares were purchased in multiple transactions at prices ranging from $42.7481 to $43.2499, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (3).

4. These shares are directly held by TCV XI, L.P. ("TCV XI"). Jay C. Hoag is a 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.

5. These shares are directly held by TCV XI (A), L.P. ("TCV XI (A)"). Jay C. Hoag is a 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.

6. These shares are directly held by TCV XI (B), L.P. ("TCV XI (B)"). Jay C. Hoag is a 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.

7. These shares are directly held by TCV XI (Lux), SCSp ("TCV XI (Lux)"). Jay C. Hoag is a Class A Director of Management XI. Management XI is the sole shareholder of Technology Crossover Management XI, S.a r.l., which in turn is the managing general partner of TCV XI (Lux). Mr. Hoag may be deemed to beneficially own the shares held by TCV XI (Lux) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

8. These shares are directly held by TCV XI Member Fund, L.P. ("TCV XI Member Fund"). Jay C. Hoag is a 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 may be deemed to beneficially own the shares held by TCV XI Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

9. These shares are directly held by TCV VIII, L.P. ("TCV VIII"). Jay C. Hoag is a 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.

10. These shares are directly held by TCV VIII (A) Mariner, L.P. ("TCV Mariner A"). Jay C. Hoag is a 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.

11. These shares are directly held by TCV VIII (B), L.P. ("TCV VIII (B)"). Jay C. Hoag is a 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.

12. 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 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.

13. These shares are directly held by TCV IX, L.P. ("TCV IX"). Jay C. Hoag is a Class A Member 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.

14. These shares are directly held by TCV IX (A) Opportunities, L.P. ("TCV IX A Opportunities"). Mr. Hoag is a Class A Member 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 extent of his pecuniary interest therein.

15. These shares are directly held by TCV IX (B), L.P. ("TCV IX (B)"). Jay C. Hoag is a Class A Member 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.

16. 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.

	/s/ Frederic D. Fenton, Authorized signatory for Jay C. Hoag	06/11/2024
	** 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.

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Date	Price Target	Rating	Analyst
9/16/2024	$50.00 → $80.00	Neutral → Outperform	Wedbush
9/5/2024	$47.00	Neutral	Cantor Fitzgerald
1/10/2024		Buy → Neutral	BofA Securities
12/12/2023	$60.00	Mkt Perform → Mkt Outperform	JMP Securities
11/21/2023	$50.00	Buy	Deutsche Bank
7/24/2023	$42.00 → $55.00	Equal-Weight	Morgan Stanley
7/11/2023	$42.00 → $62.00	Neutral → Overweight	Piper Sandler
6/27/2023	$50.00	Equal Weight	Wells Fargo

Director Hoag Jay C bought $99,966,743 worth of Class C Capital Stock (2,338,036 units at $42.76) (SEC Form 4)

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