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Filing Details

Accession Number:: 0001082906-16-000051
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-02-22 17:20:47
Reporting Period:: 2016-02-18

Filing Date:: 2016-02-22
Accepted Time:: 2016-02-22 17:20:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1617640	Zillow Group Inc.	Z AND ZG	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1082906	C Jay Hoag	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2016-02-18	250,000	$20.45	250,000	No	4	P	Indirect	Mariner Investor II, L.P.
Class C Capital Stock	Acquisiton	2016-02-18	500,000	$19.49	500,000	No	4	P	Indirect	Mariner Investor II, L.P.
Class A Common Stock	Acquisiton	2016-02-19	125,000	$21.20	375,000	No	4	P	Indirect	Mariner Investor II, L.P.
Class C Capital Stock	Acquisiton	2016-02-19	200,000	$20.25	700,000	No	4	P	Indirect	Mariner Investor II, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Mariner Investor II, L.P.
No	4	P	Indirect	Mariner Investor II, L.P.
No	4	P	Indirect	Mariner Investor II, L.P.
No	4	P	Indirect	Mariner Investor II, L.P.

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	29,049	Indirect	Hoag Family Trust U/A Dtd 8/2/94
Class C Capital Stock	58,098	Indirect	Hoag Family Trust U/A Dtd 8/2/94

Footnotes

This number represents a weighted average sale price per share. The shares were sold at prices ranging from $20.40 to $20.48 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
These shares are directly held by Mariner Investor II, L.P. ("Mariner II"). Jay C. Hoag is a Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII"). Management VIII is the sole general partner of Technology Crossover Management VIII, L.P., which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Mariner Investor GP II, LLC, which in turn is the sole general partner of Mariner II. Mr. Hoag may be deemed to beneficially own the shares held by Mariner II but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein
This number represents a weighted average sale price per share. The shares were sold at prices ranging from $19.45 to $19.67 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
This number represents a weighted average sale price per share. The shares were sold at prices ranging from $20.165 to $20.48 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
Mr. Hoag is a trustee of Hoag Family Trust U/A Dtd 8/2/94. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
On July 21, 2015, the Issuer announced a stock dividend pursuant to which all holders of Class A Common Stock on July 31, 2015, the record date for the dividend, received on August 14, 2015 two shares of Class C Capital Stock for each share of Class A Common Stock held by them as of the record date (the "Class C Dividend"). The holdings in this column consist of shares of Class C Capital Stock received by the Reporting Person pursuant to the Class C Dividend.