SEC FORM 4

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

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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).

1. Name and Address of Reporting Person^*

Daimler Susan

(Last)

(First)

(Middle)

C/O ZILLOW GROUP, INC., 1301 SECOND AVEN

FLOOR 31

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2021

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)

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)
Stock Option (Right to Buy)	$40.36	03/09/2021		A		70,116		05/19/2021⁽¹⁾	03/01/2029	Class C Capital Stock	70,116	$0.0000	70,116	I	By Spouse
Stock Option (Right to Buy)	$35.16	03/09/2021		A		40,500		05/19/2021⁽²⁾	03/07/2027	Class C Capital Stock	40,500	$0.0000	40,500	I	By Spouse
Stock Option (Right to Buy)	$53.95	03/09/2021		A		45,300		05/19/2021⁽³⁾	03/07/2028	Class C Capital Stock	45,300	$0.0000	45,300	I	By Spouse
Stock Option (Right to Buy)	$22.41	03/09/2021		A		44,547		05/19/2021⁽⁴⁾	03/28/2026	Class C Capital Stock	44,547	$0.0000	44,547	I	By Spouse

Explanation of Responses:

1. Date at which first vesting is indicated. On March 1, 2019, the option was granted with vesting based on achievment of annual performance criteria. On March 9, 2021, the option was amended to vest as to 1/6th on the first vesting date indicated and as to an additional 1/6th on each issuer quarterly vesting date occurring thereafter until the option is fully vested.

2. Date at which first vesting is indicated. On March 7, 2017, an option for 40,500 shares was granted, of which 13,500 shares subject to the option were fully vested prior to the date of this report, reported on the Form 3 for the reporting individual and, effective March 9, 2021, 27,000 shares were amended to vest as to 1/6th on the first vesting date indicated and as to an additional 1/6th on each issuer quarterly vesting date occurring thereafter until the option is fully vested. The option previously vested based on achievement of annual performance criteria.

3. Date at which first vesting is indicated. On March 7, 2018, an option for 45,300 shares was granted, of which 15,100 shares subject to the option were fully vested prior to the date of this report, reported on the Form 3 for the reporting individual and, effective March 9, 2021, 30,200 shares were amended to vest as to 1/6th on the first vesting date indicated and as to an additional 1/6th on each issuer quarterly vesting date occurring thereafter until the option is fully vested. The option previously vested based on achievement of annual performance criteria.

4. Date at which first vesting is indicated. On March 28, 2016, an option for 44,547 shares was granted, of which 29,698 shares subject to the option were fully vested prior to the date of this report, reported on the Form 3 for the reporting individual and, effective March 9, 2021, 14,849 shares were amended to vest as to 1/6th on the first vesting date indicated and as to an additional 1/6th on each issuer quarterly vesting date occurring thereafter until the option is fully vested. The option previously vested based on achievement of annual performance criteria.

	Shannon Cartales, Attorney-in-Fact	03/11/2021
	** 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.

SEC Form 4 filed by Susan Daimler