Jay C. Hoag - 27 Jan 2022 Form 4 Insider Report for ZILLOW GROUP, INC. (ZG)

Role: Director
Signature: By: /s/ Frederic D. Fenton, Authorized signatory for Jay C. Hoag
Issuer symbol: ZG
Transactions as of: 27 Jan 2022
Net transactions value: +$360,102
Form type: 4
Filing time: 31 Jan 2022, 15:12:22 UTC
Previous filing: 04 Jan 2022
Next filing: 02 Feb 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZG	Class C Common Stock	Options Exercise	$251,223	+6,290		$39.94	6,290	27 Jan 2022	Direct
transaction	ZG	Class A Common Stock	Options Exercise	$108,880	+3,145		$34.62	3,145	27 Jan 2022	Direct
holding	ZG	Class C Common Stock						2,157,155	27 Jan 2022	TCV Mariner Investor IX, L.P.	F1
holding	ZG	Class A Common Stock						70,768	27 Jan 2022	TCV Mariner Investor IX, L.P.	F1
holding	ZG	Class C Common Stock						608,672	27 Jan 2022	TCV Mariner Investor IX (A), L.P.	F2
holding	ZG	Class A Common Stock						19,968	27 Jan 2022	TCV Mariner Investor IX (A), L.P.	F2
holding	ZG	Class C Common Stock						115,208	27 Jan 2022	TCV Mariner Investor IX (B), L.P.	F3
holding	ZG	Class A Common Stock						3,780	27 Jan 2022	TCV Mariner Investor IX (B), L.P.	F3
holding	ZG	Class C Common Stock						166,579	27 Jan 2022	TCV Mariner Investor IX (MF), L.P.	F4
holding	ZG	Class A Common Stock						5,484	27 Jan 2022	TCV Mariner Investor IX (MF), L.P.	F4
holding	ZG	Class C Common Stock						2,735,000	27 Jan 2022	Mariner Investor II, L.P.	F5
holding	ZG	Class A Common Stock						384,337	27 Jan 2022	Mariner Investor II, L.P.	F5
holding	ZG	Class C Common Stock						58,098	27 Jan 2022	The Hoag Family Trust U/A DTD 08/02/1994	F6
holding	ZG	Class A Common Stock						29,049	27 Jan 2022	The Hoag Family Trust U/A DTD 08/02/1994	F6

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	ZG	Stock Option (right to buy)	Options Exercise	$0	-6,290	-100%	$0.000000^*	0	27 Jan 2022	Class C Common Stock	6,290	$39.94	Direct
transaction	ZG	Stock Option (right to buy)	Options Exercise	$0	-3,145	-100%	$0.000000^*	0	27 Jan 2022	Class A Common Stock	3,145	$34.62	Direct

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

Explanation of Responses:

Id	Content
F1	These shares are directly held by TCV Mariner Investor IX, L.P. ("TCV Mariner"). Jay C. Hoag is a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV Mariner Investor IX, LLC ("Mariner GP"), which in turn is the sole general partner of TCV Mariner. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F2	These shares are directly held by TCV Mariner Investor IX (A), L.P. ("TCV Mariner A"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of Mariner GP, which in turn is the sole general partner of TCV Mariner A. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner A, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F3	These shares are directly held by TCV Mariner Investor IX (B), L.P. ("TCV Mariner B"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of Mariner GP, which in turn is the sole general partner of TCV Mariner B. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner B, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F4	These shares are directly held by TCV Mariner Investor IX (MF), L.P. ("TCV Mariner MF"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of Mariner GP, which in turn is the sole general partner of TCV Mariner MF. Mr. Hoag is a limited partner of TCV Member Fund, L.P., which is the sole limited partner of TCV Mariner MF. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner MF, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F5	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.
F6	These shares are directly held by The Hoag Family Trust U/A DTD 08/02/1994. Jay C. Hoag is a trustee of The Hoag Family Trust U/A DTD 08/02/1994. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.