SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hofmann Jeremy

(Last)

(First)

(Middle)

C/O ZILLOW GROUP, INC.

1301 SECOND AVENUE FLOOR 31

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/18/2023

3. Issuer Name and Ticker or Trading Symbol
ZILLOW GROUP, INC. [ Z AND ZG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class C Capital Stock	77,728⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	03/01/2029	Class C Capital Stock	6,717	$40.36	D
Stock Option (right to buy)	11/06/2019⁽³⁾	09/20/2029	Class C Capital Stock	30,000	$30.4	D
Stock Option (right to buy)	02/16/2022⁽³⁾	11/23/2031	Class C Capital Stock	23,451	$38.78	D
Stock Option (right to buy)	⁽²⁾	11/20/2027	Class C Capital Stock	1,058	$40.94	D
Stock Option (right to buy)	05/18/2022⁽³⁾	03/07/2032	Class C Capital Stock	112,500	$49.57	D
Stock Option (right to buy)	05/19/2021⁽³⁾	03/05/2031	Class C Capital Stock	77,405	$38.78	D
Stock Option (right to buy)	⁽²⁾	12/20/2028	Class C Capital Stock	4,102	$29.09	D

Explanation of Responses:

1. 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.

2. Option is fully vested and exercisable.

3. 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.

Remarks:

	/s/ Shannon Cartales Attorney-in-Fact	05/19/2023
	** 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 5 (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.