SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BARTON RICHARD N

(Last)

(First)

(Middle)

C/O ZILLOW GROUP, INC., 1301 SECOND AVEN

FLOOR 31

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZILLOW GROUP, INC. [ Z AND ZG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Capital Stock	03/16/2021		S		100⁽¹⁾	D	$156.7	5,643,840	D
Class C Capital Stock	03/16/2021		S		600⁽¹⁾	D	$155.7133⁽²⁾	5,643,240	D
Class C Capital Stock	03/16/2021		S		3,500⁽¹⁾	D	$142.714⁽³⁾	5,639,740	D
Class C Capital Stock	03/16/2021		S		3,884⁽¹⁾	D	$154.6944⁽⁴⁾	5,635,856	D
Class C Capital Stock	03/16/2021		S		4,619⁽¹⁾	D	$149.5619⁽⁵⁾	5,631,237	D
Class C Capital Stock	03/16/2021		S		8,401⁽¹⁾	D	$143.7237⁽⁶⁾	5,622,836	D
Class C Capital Stock	03/16/2021		S		8,882⁽¹⁾	D	$148.4864⁽⁷⁾	5,613,954	D
Class C Capital Stock	03/16/2021		S		11,090⁽¹⁾	D	$150.9295⁽⁸⁾	5,602,864	D
Class C Capital Stock	03/16/2021		S		13,591⁽¹⁾	D	$144.6572⁽⁹⁾	5,589,273	D
Class C Capital Stock	03/16/2021		S		25,051⁽¹⁾	D	$151.7743⁽¹⁰⁾	5,564,222	D
Class C Capital Stock	03/16/2021		S		29,703⁽¹⁾	D	$147.6259⁽¹¹⁾	5,534,519	D
Class C Capital Stock	03/16/2021		S		37,113⁽¹⁾	D	$153.6424⁽¹²⁾	5,497,406	D
Class C Capital Stock	03/16/2021		S		53,352⁽¹⁾	D	$145.8181⁽¹³⁾	5,444,054	D
Class C Capital Stock	03/16/2021		S		59,614⁽¹⁾	D	$152.8288⁽¹⁴⁾	5,384,440	D
Class C Capital Stock	03/16/2021		S		84,440⁽¹⁾	D	$146.5279⁽¹⁵⁾	5,300,000	D
Class C Capital Stock								442,086	I	Barton Descendants' Trust 12/30/04
Class C Capital Stock								450,000	I	Barton Ventures II LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 7, 2020.

2. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $155.52 to $155.90. 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.

3. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $142.14 to $143.13. 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.

4. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $154.25 to $155.02. 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.

5. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $149.24 to $150.22. 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.

6. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $143.14 to $144.09. 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.

7. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $148.22 to $149.21. 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.

8. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $150.24 to $151.23. 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.

9. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $144.17 to $145.14. 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.

10. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $151.25 to $152.24. 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.

11. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $147.21 to $148.20. 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.

12. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $153.25 to $154.24. 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.

13. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $145.21 to $146.20. 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.

14. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $152.25 to $153.24. 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.

15. The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $146.21 to $147.20. 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.

	Shannon Cartales, Attorney-in-Fact	03/16/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4: N Richard Barton sold $51,218,779 worth of Class C Capital Stock (343,940 units at $148.92), decreasing direct ownership by 6% to 5,300,000 units