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

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

STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
1. Name
and Address of Reporting Person *
Wacksman Jeremy
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)
_____
Director
_____
10% Owner

__X__ Officer (give title
below)
_____ Other
(specify below)

President, Zillow
(Last)
(First)
(Middle)
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31
3. Date of Earliest Transaction (MM/DD/YYYY)
10/1/2020
(Street)
SEATTLE, WA 98101
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class A Common Stock 10/1/2020 M 512.0000 A $30.7534 980.0000 D
Class A Common Stock 10/1/2020 S 512.0000 (1) D $104.1700 468.0000 D
Class C Capital Stock 10/1/2020 M 1024.0000 A $35.4807 30830.0000 D
Class C Capital Stock 10/1/2020 S 1024.0000 (1) D $103.3500 29806.0000 D

Table II – Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative
Security
3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4)
11. Nature of Indirect Beneficial Ownership (Instr.
4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $30.7534 10/1/2020 M 512.0000 1/1/2016 (2) 1/7/2025 Class A Common Stock 512.0000 $0.0000 4763.0000 D
Stock Option (Right to Buy) $35.4807 10/1/2020 M 1024.0000 1/1/2016 (2) 1/7/2025 Class C Capital Stock 1024.0000 $0.0000 9526.0000 D

Explanation of
Responses:
(1) The sale was effected
pursuant to a Rule 10b5-1 trading plan adopted by the reporting
person on June 5, 2020.
(2) 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.

Reporting
Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wacksman Jeremy
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN
FLOOR 31
SEATTLE, WA 98101
President, Zillow

Signatures
Shannon Cartales,
Attorney-in-Fact
10/1/2020
**Signature of Reporting
Person
Date
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