Jeremy Wacksman - Feb 14, 2024 Form 4 Insider Report for ZILLOW GROUP, INC. (Z AND ZG)

Role
Chief Operating Officer
Signature
/s/ Shannon Cartales Attorney-in-Fact
Stock symbol
Z AND ZG
Transactions as of
Feb 14, 2024
Transactions value $
-$1,039,786
Form type
4
Date filed
2/16/2024, 06:03 PM
Previous filing
Nov 17, 2023
Next filing
Mar 11, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction Z AND ZG Class C Capital Stock Sale -$80.3 K -1.4 K -1.89% $57.43 72.6 K Feb 14, 2024 Direct F1, F2
transaction Z AND ZG Class C Capital Stock Sale -$55.5 K -950 -1.31% $58.43 71.6 K Feb 14, 2024 Direct F1, F3
transaction Z AND ZG Class C Capital Stock Sale -$21.1 K -356 -0.5% $59.14 71.3 K Feb 14, 2024 Direct F1, F4
transaction Z AND ZG Class C Capital Stock Sale -$217 K -3.88 K -5.44% $56.05 67.4 K Feb 16, 2024 Direct F5
transaction Z AND ZG Class A Common Stock Options Exercise $80.6 K +2.62 K +560.04% $30.75 3.09 K Feb 16, 2024 Direct
transaction Z AND ZG Class A Common Stock Sale -$139 K -2.62 K -84.85% $53.18 468 Feb 16, 2024 Direct F6
transaction Z AND ZG Class C Capital Stock Options Exercise $186 K +5.24 K +7.78% $35.48 72.6 K Feb 16, 2024 Direct
transaction Z AND ZG Class C Capital Stock Sale -$290 K -5.24 K -7.22% $55.24 67.4 K Feb 16, 2024 Direct F7
transaction Z AND ZG Class C Capital Stock Sale -$503 K -9.11 K -13.52% $55.24 58.3 K Feb 16, 2024 Direct F8

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 AND ZG Stock Option (right to buy) Options Exercise $0 -2.62 K -100% $0.00 0 Feb 16, 2024 Class A Common Stock 2.62 K $30.75 Direct F9
transaction Z AND ZG Stock Option (right to buy) Options Exercise $0 -5.24 K -100% $0.00 0 Feb 16, 2024 Class C Capital Stock 5.24 K $35.48 Direct F9

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Represents shares sold to cover tax withholding due upon vesting of restricted stock units.
F2 The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $56.93 to $57.86. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
F3 The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $57.95 to $58.93. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
F4 The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $58.9950 to $59.50. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
F5 The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 17, 2023.
F6 The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $53.16 to $53.21. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
F7 The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $55.2222 to $55.2650. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
F8 The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $55.21 to $55.2810. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
F9 Date at which first vesting occurs is indicated. 1/16th of the total number of shares originally subject to the option becomes vested at the 1st vesting date and an additional 1/192 shall vest each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 1-year anniversary of the 1st vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 2-year anniversary of the 1st vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years; and an additional 1/16th of the total number of shares originally subject to the option becomes vested on the 3-year anniversary of the 1st vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years until the option is fully vested.