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 Estimated average burden 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* BARTON RICHARD N (Last) (First) (Middle) C/O ZILLOW GROUP, INC. 1301 SECOND AVENUE, FLOOR 36 (Street) SEATTLE WA 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) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 05/16/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Class C Capital Stock	05/16/2024		J(1)		1,432,219	D	$0	0	I	RNB Z GRAT of May 2022
Class C Capital Stock	05/16/2024		J(1)		1,278,074	A	$0	3,523,822	D
Class C Capital Stock	05/16/2024		G(1)		154,145	A	$0	154,145	I	The Richard & Sarah Barton Irrevocable Trust 03/27/10
Class C Capital Stock	05/16/2024		J(2)		2,500,000	D	$0	1,023,822	D
Class C Capital Stock	05/16/2024		J(2)		2,500,000	A	$0	2,500,000	I	RNB Z GRAT of May 2024
Class C Capital Stock	05/16/2024		M		100,000	A	$35.4807	1,123,822	D
Class A Common Stock	05/16/2024		M		50,000	A	$30.7534	190,536	D
Class C Capital Stock								450,000	I	Barton Ventures II LLC
Class C Capital Stock								442,086	I	Barton Descendants' Trust 12/30/04
Class A Common Stock								220,004	I	Barton Descendants' Trust 12/30/04
Class C Capital Stock								1,622,033	I	RNB Z GRAT of November 2022

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$35.4807	05/16/2024		M			100,000	01/01/2016(3)	01/07/2025	Class C Capital Stock	100,000	$0	0	D
Stock Option (right to buy)	$30.7534	05/16/2024		M			50,000	01/01/2016(3)	01/07/2025	Class A Common Stock	50,000	$0	0	D

Explanation of Responses:

1. Reflects the transfer in full of the Issuer's Class C Capital stock held by the RNB Z GRAT of May 2022 back to the reporting individual and to an irrevocable trust of which the reporting individual is co-trustee.

2. Reflects the transfer of shares of the Issuer's Class C Capital stock that was contributed to a grantor retained annuity trust.

3. Date at which first vesting occurs is indicated. 1/16th of the total number of shares originally subject to the option becomes vested at the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 1-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 2-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; and an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 3-year anniversary of the first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years until the option is fully vested.

Remarks:

	/s/ Shannon Cartales Attorney-in-Fact	05/17/2024
	** 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.