Jay C. Hoag - Mar 1, 2023 Form 4 Insider Report for ZILLOW GROUP, INC. (Z)

Role: Director
Signature: /s/ Frederic D. Fenton, Authorized signatory for Jay C. Hoag
Stock symbol: Z
Transactions as of: Mar 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/3/2023, 03:35 PM
Previous filing: Feb 2, 2023
Next filing: Mar 8, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	Z	Stock Option (right to buy)	Award	$0	+10.4K		$0.00	10.4K	Mar 1, 2023	Class C Capital Stock	10.4K	$41.48	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	1/4th of the shares subject to the option will vest and become exercisable after each-three-month period following the grant date such that the option will be fully vested and exercisable on the one-year anniversary of the grant date.
F2	Jay C. Hoag has sole dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C. and TCV IX Management, L.L.C. have a right to 100% of the pecuniary interest in such options. Mr. Hoag is a Member of TCV VIII Management, L.L.C. and a Member of TCV IX Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.

Content

1/4th of the shares subject to the option will vest and become exercisable after each-three-month period following the grant date such that the option will be fully vested and exercisable on the one-year anniversary of the grant date.

Jay C. Hoag has sole dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C. and TCV IX Management, L.L.C. have a right to 100% of the pecuniary interest in such options. Mr. Hoag is a Member of TCV VIII Management, L.L.C. and a Member of TCV IX Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.