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*
Levine Paul M.

(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 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 Trulia, Inc.
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2016
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 02/17/2016 M 18,500 A $0.0000 65,229 D
Class A Common Stock 02/17/2016 M 4,183 A $0.0000 69,412 D
Class A Common Stock 02/17/2016 M 664 A $0.0000 70,076 D
Class A Common Stock 02/17/2016 M 417 A $0.0000 70,493 D
Class C Capital Stock 02/17/2016 M 37,000 A $0.0000 126,431 D
Class C Capital Stock 02/17/2016 M 8,366 A $0.0000 134,797 D
Class C Capital Stock 02/17/2016 M 1,328 A $0.0000 136,125 D
Class C Capital Stock 02/17/2016 M 834 A $0.0000 136,959 D
Class A Common Stock 02/18/2016 S 13,770(1) D $20.3076(2) 56,723 D
Class C Capital Stock 02/18/2016 S 20,447(1) D $19.4859(3) 116,512 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
Restricted Stock Units(4) $0.0000 02/17/2016 M 18,500 02/11/2015 (5) Class A Common Stock 18,500 $0.0000 18,500 D
Restricted Stock Units(4) $0.0000 02/17/2016 M 4,183 02/17/2016(6) (6) Class A Common Stock 4,183 $0.0000 12,551 D
Restricted Stock Units(4) $0.0000 02/17/2016 M 417 08/14/2013 02/15/2017 Class A Common Stock 417 $0.0000 1,665 D
Restricted Stock Units(4) $0.0000 02/17/2016 M 664 08/17/2015(7) (7) Class A Common Stock 664 $0.0000 7,969 D
Restricted Stock Units(4) $0.0000 02/17/2016 M 8,366 02/17/2016(6) (8) Class C Capital Stock 8,366 $0.0000 25,102 D
Restricted Stock Units(4) $0.0000 02/17/2016 M 1,328 08/17/2015(7) (8) Class C Capital Stock 1,328 $0.0000 15,938 D
Restricted Stock Units(4) $0.0000 02/17/2016 M 37,000 11/18/2015 (8) Class C Capital Stock 37,000 $0.0000 37,000 D
Restricted Stock Units(4) $0.0000 02/17/2016 M 834 11/18/2015 02/15/2017 Class C Capital Stock 834 $0.0000 3,330 D
Explanation of Responses:
1. Represents shares sold to cover tax withholding due upon vesting.
2. The reported price is a weighted average sale price. These shares were sold in mulitiple transactions at prices ranging from $20.17 to $20.42. 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 $19.32 to $19.66. 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. These restricted stock units ("RSUs") were previously reported as RSUs entitling the Reporting Person to receive one share of Class A Common Stock for each share underlying the RSUs as they vest. As a result of the Class C Dividend, these RSUs were proportionately adjusted and now relate to one share of Class A Common Stock and two shares of Class C Capital Stock for each share of Class A Common Stock that was subject to the RSUs as of the record date.
5. Unless earlier forfeited under the terms of the RSU, the original grant for 92,500 vests as to 1/6th of the RSU in six substantially equal quarterly tranches, beginning on February 11, 2015.
6. Represents restricted stock units, of which 1/4 vest on the one-year anniversary of 2/17/15 and an additional 1/16th vest after each three-month period thereafter over the next three years.
7. Represents restricted stock units of which 1/8th vest on the six-month anniversary of 2/17/15 and an additional 1/16th vest after each three-month period thereafter over the next three and a half years.
8. The remainder of the unvested RSU will vest in accordance with the vesting schedule of the related RSU for Class A shares, as adjusted, for which the Class C dividend was paid.
/s/ Brad Owens, Attorney-in-Fact 02/19/2016
** 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).
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