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*
Beitel David A.
(Last) (First) (Middle)
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN
FLOOR 31
(Street)
SEATTLE WA 98101
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2015
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 A Common Stock 02/20/2015 M 3,698 A $3.887 15,151 D
Class A Common Stock 02/20/2015 M 2,688 A $36.36 17,839 D
Class A Common Stock 02/20/2015 M 1,543 A $30.46 19,382 D
Class A Common Stock 02/20/2015 M 1,250 A $57.835 20,632 D
Class A Common Stock 02/20/2015 S 200 D $125.8977(1) 20,432 D
Class A Common Stock 02/20/2015 S 200 D $123.855(2) 20,232 D
Class A Common Stock 02/20/2015 S 1,000 D $124.9403(3) 19,232 D
Class A Common Stock 02/20/2015 S 2,400 D $122.7475(4) 16,832 D
Class A Common Stock 02/20/2015 S 5,379 D $127.0252(5) 11,453(6) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $36.36 02/20/2015 M 2,688 02/01/2014(7) 01/24/2020 Class A Common Stock 2,688 $0.0000 21,500 D
Stock Option (Right to Buy) $3.887 02/20/2015 M 3,698 03/01/2012(7) 03/01/2018 Class A Common Stock 3,698 $0.0000 1,233 D
Stock Option (Right to Buy) $30.46 02/20/2015 M 1,543 03/01/2013(7) 02/02/2019 Class A Common Stock 1,543 $0.0000 6,689 D
Stock Option (Right to Buy) $57.835 02/20/2015 M 1,250 06/27/2014(7) 06/27/2020 Class A Common Stock 1,250 $0.0000 12,084 D
Explanation of Responses:
1. The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $125.71 to $126.09. 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 mulitiple transactions at prices ranging from $123.50 to $124.21. 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 mulitiple transactions at prices ranging from $124.53 to $125.46. 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 mulitiple transactions at prices ranging from $122.00 to $122.78. 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 mulitiple transactions at prices ranging from $126.75 to $127.09. 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. Number of shares adjusted to include 4 shares directly held that were inadvertently omitted from the reporting person's prior report filed February 17, 2015.
7. 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.
/s/ Brad Owens, Attorney-in-Fact 02/23/2015
** 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.
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