Form Type: 4

SEC EDGAR Link
Accession Number:0001225208-20-011657
Date:2020-09-15
Issuer: ZILLOW GROUP, INC. (Z AND ZG)
Original Submission Date:

Reporting Person:

HUMPHRIES STANLEY B
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN
FLOOR 31 SEATTLE, WA 98101

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS C CAPITAL STOCK 2020-09-15 M 14,922 a $40.36 72,783 direct
CLASS C CAPITAL STOCK 2020-09-15 M 11,381 a $53.95 84,164 direct
CLASS C CAPITAL STOCK 2020-09-15 M 10,249 a $35.16 94,413 direct
CLASS C CAPITAL STOCK 2020-09-15 M 1,026 a $35.48 95,439 direct
CLASS C CAPITAL STOCK 2020-09-15 S 37,578 d $87.73 57,861 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 35.4807 2020-09-15 deemed execution date M 1,026 (d) 2016-01-01 2025-01-07 class c capital stock 1,026 $35.48 10,550 direct
STOCK OPTION (RIGHT TO BUY) 40.36 2020-09-15 deemed execution date M 14,922 (d) 2019-05-15 2029-03-01 class c capital stock 14,922 $40.36 149,226 direct
STOCK OPTION (RIGHT TO BUY) 53.95 2020-09-15 deemed execution date M 11,381 (d) 2018-05-16 2028-03-07 class c capital stock 11,381 $53.95 68,288 direct
STOCK OPTION (RIGHT TO BUY) 35.16 2020-09-15 deemed execution date M 10,249 (d) 2017-05-17 2027-03-07 class c capital stock 10,249 $35.16 20,498 direct
Footnotes
IDfootnote
f1 the sale was effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person on august 11, 2020.
f2 the reported price is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $87.66 to $87.88. 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.
f3 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 1st vesting date and an additional 1/192 shall vest 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 1st 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 1st 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 1st vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years until the option is fully vested.
f4 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.
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