0001617640-23-000080.txt : 20230519 0001617640-23-000080.hdr.sgml : 20230519 20230519180930 ACCESSION NUMBER: 0001617640-23-000080 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230518 FILED AS OF DATE: 20230519 DATE AS OF CHANGE: 20230519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hofmann Jeremy CENTRAL INDEX KEY: 0001977942 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36853 FILM NUMBER: 23941850 MAIL ADDRESS: STREET 1: 1301 SECOND AVENUE STREET 2: FLOOR 31 CITY: SEATTLE STATE: WA ZIP: 98101 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZILLOW GROUP, INC. CENTRAL INDEX KEY: 0001617640 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 471645716 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1301 SECOND AVENUE, FLOOR 31 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: (206) 470-7000 MAIL ADDRESS: STREET 1: 1301 SECOND AVENUE, FLOOR 31 CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: Zebra Holdco Inc. DATE OF NAME CHANGE: 20140822 3 1 wk-form3_1684534157.xml FORM 3 X0206 3 2023-05-18 0 0001617640 ZILLOW GROUP, INC. Z AND ZG 0001977942 Hofmann Jeremy C/O ZILLOW GROUP, INC. 1301 SECOND AVENUE FLOOR 31 SEATTLE WA 98101 0 1 0 0 Chief Financial Officer Class C Capital Stock 77728 D Stock Option (right to buy) 40.36 2029-03-01 Class C Capital Stock 6717 D Stock Option (right to buy) 30.40 2019-11-06 2029-09-20 Class C Capital Stock 30000 D Stock Option (right to buy) 38.78 2022-02-16 2031-11-23 Class C Capital Stock 23451 D Stock Option (right to buy) 40.94 2027-11-20 Class C Capital Stock 1058 D Stock Option (right to buy) 49.57 2022-05-18 2032-03-07 Class C Capital Stock 112500 D Stock Option (right to buy) 38.78 2021-05-19 2031-03-05 Class C Capital Stock 77405 D Stock Option (right to buy) 29.09 2028-12-20 Class C Capital Stock 4102 D Amount reported consists of: (a) 6,446 shares of Class C capital stock directly held by the reporting person; (b) 2,344 restricted stock units ("RSUs") from an award granted on 03/06/20 that vested as to 1/16th of the total amount of shares subject to the grant on 05/13/20, with the remainder vesting as to 1/16th on each of the issuer?s quarterly vesting dates thereafter until the RSUs are fully vested; (c) 9,359 RSUs from an award granted on 08/08/22 that vested as to 1/8th of the total amount of shares subject to the grant on 11/16/22, with the remainder vesting as to 1/8th on each of the issuer?s quarterly vesting dates thereafter until the RSUs are fully vested; and (c) 59,579 RSUs from an award granted on 03/07/23 that vested as to 1/12th of the total amount of shares subject to the grant on 05/17/23, with the remainder vesting as to 1/12th on each of the issuer?s quarterly vesting dates thereafter until the RSUs are fully vested. Option is fully vested and exercisable. Date at which first vesting occurs is indicated. 1/16th of the total number of shares subject to the option become exercisable at the first vesting date and an additional 1/16th become exercisable on each issuer quarterly vesting date occurring thereafter until the option is fully vested. /s/ Shannon Cartales Attorney-in-Fact 2023-05-19 EX-24 2 hofmannpoa.txt EX-24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Brad Owens and Shannon Cartales, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Zillow Group, Inc. (the "Company"), Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder and a Form ID, Uniform Application for Access Codes to File on Edgar; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 or Form ID and timely file such forms (including amendments thereto) and application with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in- fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto) or Form ID and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or(b) superseded by a new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of May, 2023. /s/ Jeremy Hofmann Jeremy Hofmann