Statement of Changes in Beneficial Ownership (4)
11 September 2021 - 7:53AM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Daimler Susan |
2. Issuer Name and Ticker or Trading Symbol
ZILLOW GROUP, INC.
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Z AND ZG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President of Zillow |
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(Last)
(First)
(Middle)
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/8/2021 |
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(Street)
SEATTLE, WA 98101
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class C Capital Stock | 9/8/2021 | | M | | 9358 | A | $35.4807 | 9358 | I | By Spouse |
| Class C Capital Stock | 9/8/2021 | | M | | 4950 | A | $22.41 | 14308 | I | By Spouse |
| Class C Capital Stock | 9/8/2021 | | M | | 9001 | A | $35.16 | 23309 | I | By Spouse |
| Class C Capital Stock | 9/8/2021 | | S | | 23309 | D | $95.2049 (1) | 0 | I | By Spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | $35.4807 | 9/8/2021 | | M | | | 9358 | 1/1/2016 (2) | 1/7/2025 | Class C Capital Stock | 9358.0 | $0 | 2218 | I | By Spouse |
| Stock Option (right to buy) | $22.41 | 9/8/2021 | | M | | | 4950 | 5/19/2021 (3) | 3/28/2026 | Class C Capital Stock | 4950.0 | $0 | 39597 | I | By Spouse |
| Stock Option (right to buy) | $35.16 | 9/8/2021 | | M | | | 9001 | 5/19/2021 (4) | 3/7/2027 | Class C Capital Stock | 9001.0 | $35.16 | 31499 | I | By Spouse |
| Explanation of Responses: |
| (1) | The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $94.92 to $95.50. 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. |
| (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 first 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 first 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 first vesting date and an additional 1/192 becomes vested each month thereafter over the next 3 years until the option is fully vested. |
| (3) | Date at which first vesting is indicated. On March 28, 2016, an option for 44,547 shares was granted, of which 29,698 shares subject to the option were fully vested prior to the date of this report, reported on the Form 3 for the reporting individual and, effective March 9, 2021, 14,849 shares were amended to vest as to 1/6th on the first vesting date indicated and as to an additional 1/6th on each issuer quarterly vesting date occurring thereafter until the option is fully vested. The option previously vested based on achievement of annual performance criteria. |
| (4) | Date at which first vesting is indicated. On March 7, 2017, an option for 40,500 shares was granted, of which 13,500 shares subject to the option were fully vested prior to the date of this report, reported on the Form 3 for the reporting individual and, effective March 9, 2021, 27,000 shares were amended to vest as to 1/6th on the first vesting date indicated and as to an additional 1/6th on each issuer quarterly vesting date occurring thereafter until the option is fully vested. The option previously vested based on achievement of annual performance criteria. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Daimler Susan
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN
FLOOR 31
SEATTLE, WA 98101 |
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| President of Zillow |
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Signatures
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| /s/ Bradley D. Owens | | 9/9/2021 |
| **Signature of Reporting Person | Date |
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