Jay C. Hoag - Mar 1, 2024 Form 4/A 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, 2024
Transactions value $: $0
Form type: 4/A
Date filed: 3/6/2024, 07:07 PM
Date Of Original Report: Mar 5, 2024
Previous filing: Feb 12, 2024
Next filing: Mar 11, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	Z	Class C Capital Stock	Award	$0	+2.83K	+44.93%	$0.00	9.12K	Mar 1, 2024	Direct	F1
holding	Z	Class C Capital Stock						1.95M	Mar 1, 2024	TCV VIII, L.P.	F2, F3
holding	Z	Class C Capital Stock						525K	Mar 1, 2024	TCV VIII (A) Mariner, L.P.	F2, F4
holding	Z	Class C Capital Stock						121K	Mar 1, 2024	TCV VIII (B), L.P.	F2, F5
holding	Z	Class C Capital Stock						310K	Mar 1, 2024	TCV Member Fund, L.P.	F2, F6
holding	Z	Class C Capital Stock						2.16M	Mar 1, 2024	TCV IX, L.P.	F2, F7
holding	Z	Class C Capital Stock						609K	Mar 1, 2024	TCV IX (A) Opportunities, L.P.	F2, F8
holding	Z	Class C Capital Stock						115K	Mar 1, 2024	TCV IX (B), L.P.	F2, F9
holding	Z	Class C Capital Stock						58.1K	Mar 1, 2024	Hoag Family Trust, U/A DTD 08/02/1994	F2, F10

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	+8.48K		$0.00	8.48K	Mar 1, 2024	Class C Capital Stock	8.48K	$57.10	Direct	F11, F12

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

Explanation of Responses:

Id	Content
F1	Represents a grant of restricted stock units that will vest as to 1/4th of the total amount of shares subject to the grant after each three-month period following the grant date such that the restricted stock units are fully vested on the one-year anniversary of the grant date.
F2	The indirect holdings were inadvertently omitted from the original Form 4 due to administrative error by the Issuer.
F3	These shares are directly held by TCV VIII, L.P. ("TCV VIII"). Jay C. Hoag is a Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII") and a limited partner of Technology Crossover Management VIII, L.P. ("TCM VIII"). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII. Mr. Hoag may be deemed to beneficially own the shares held by TCV VIII but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F4	These shares are directly held by TCV VIII (A) Mariner, L.P. ("TCV Mariner A"). Jay C. Hoag is a Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (A), L.P., which in turn is the sole member of TCV Mariner Investor VIII, LLC, 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.
F5	These shares are directly held by TCV VIII (B), L.P. ("TCV VIII (B)"). Jay C. Hoag is a Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV VIII (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F6	These shares are directly held by TCV Member Fund, L.P. ("Member Fund"). Jay C. Hoag is a limited partner of Member Fund and a Class A Director of Management VIII and Technology Crossover Management IX, Ltd. ("Management IX"). Each of Management VIII and Management IX is a general partner of Member Fund. Mr. Hoag may be deemed to beneficially own the shares held by Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F7	These shares are directly held by TCV IX, L.P. ("TCV IX"). Jay C. Hoag is a Class A Member of 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. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F8	These shares are directly held by TCV IX (A) Opportunities, L.P. ("TCV IX A Opportunities"). 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, which in turn is sole shareholder of TCV IX (A) Opportunities, Ltd., which in turn is the sole limited partner of TCV IX A Opportunities. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX A Opportunities but disclaims beneficial ownership of such shares except to the except of his pecuniary interest therein.
F9	These shares are directly held by TCV IX (B), L.P. ("TCV IX (B)"). Jay C. 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 (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV IX (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F10	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.
F11	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.
F12	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.