Jeremy Wacksman - Aug 8, 2022 Form 4 Insider Report for ZILLOW GROUP, INC. (ZG)

Role: Chief Operating Officer
Signature: /s/ Shannon Cartales, Attorney-in-Fact
Stock symbol: ZG
Transactions as of: Aug 8, 2022
Transactions value $: $0
Form type: 4
Date filed: 8/10/2022, 05:30 PM
Previous filing: Jun 27, 2022
Next filing: Aug 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZG	Class C Capital Stock	Award	$0	+40.7K	+94.46%	$0.00	83.9K	Aug 8, 2022	Direct	F1

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)	Disposed to Issuer		-265K	-100%		0	Aug 8, 2022	Class C Capital Stock	265K	$135.16	Direct	F2, F3
transaction	ZG	Stock Option (right to buy)	Award		+265K			265K	Aug 8, 2022	Class C Capital Stock	265K	$38.78	Direct	F2, F3

* 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 1/8th of the total amount of shares subject to the grant on each of the issuer's quarterly vesting dates until the restricted stock units are fully vested.
F2	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 measured from March 5, 2021, and an additional 1/16th become exercisable on each issuer quarterly vesting date occurring thereafter until the option is fully vested.
F3	On August 8, 2022, the option originally granted to the reporting person on March 5, 2021, was amended to reduce the exercise price to $38.78 per share. All of the other terms of the option remain unchanged.