Jay C. Hoag - Mar 1, 2024 Form 4/A Insider Report for ZILLOW GROUP, INC. (Z)

Role
Director
Signature
/s/ Frederic D. Fenton, Authorized signatory for Jay C. Hoag
Stock symbol
Z
Transactions as of
Mar 1, 2024
Transactions value $
$0
Form type
4/A
Date filed
3/6/2024, 07:07 PM
Date Of Original Report
Mar 5, 2024
Previous filing
Feb 12, 2024
Next filing
Mar 11, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction Z Class C Capital Stock Award $0 +2.83K +44.93% $0.00 9.12K Mar 1, 2024 Direct F1
holding Z Class C Capital Stock 1.95M Mar 1, 2024 TCV VIII, L.P. F2, F3
holding Z Class C Capital Stock 525K Mar 1, 2024 TCV VIII (A) Mariner, L.P. F2, F4
holding Z Class C Capital Stock 121K Mar 1, 2024 TCV VIII (B), L.P. F2, F5
holding Z Class C Capital Stock 310K Mar 1, 2024 TCV Member Fund, L.P. F2, F6
holding Z Class C Capital Stock 2.16M Mar 1, 2024 TCV IX, L.P. F2, F7
holding Z Class C Capital Stock 609K Mar 1, 2024 TCV IX (A) Opportunities, L.P. F2, F8
holding Z Class C Capital Stock 115K Mar 1, 2024 TCV IX (B), L.P. F2, F9
holding Z Class C Capital Stock 58.1K Mar 1, 2024 Hoag Family Trust, U/A DTD 08/02/1994 F2, F10

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 Stock Option (right to buy) Award $0 +8.48K $0.00 8.48K Mar 1, 2024 Class C Capital Stock 8.48K $57.10 Direct F11, F12
* 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 1/4th of the total amount of shares subject to the grant after each three-month period following the grant date such that the restricted stock units are fully vested on the one-year anniversary of the grant date.
F2 The indirect holdings were inadvertently omitted from the original Form 4 due to administrative error by the Issuer.
F3 These shares are directly held by TCV VIII, L.P. ("TCV VIII"). Jay C. Hoag is a Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII") and a limited partner of Technology Crossover Management VIII, L.P. ("TCM VIII"). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII. Mr. Hoag may be deemed to beneficially own the shares held by TCV VIII but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F4 These shares are directly held by TCV VIII (A) Mariner, L.P. ("TCV Mariner A"). Jay C. Hoag is a Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (A), L.P., which in turn is the sole member of TCV Mariner Investor VIII, LLC, which in turn is the sole general partner of TCV Mariner A. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner A but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F5 These shares are directly held by TCV VIII (B), L.P. ("TCV VIII (B)"). Jay C. Hoag is a Class A Director of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV VIII (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F6 These shares are directly held by TCV Member Fund, L.P. ("Member Fund"). Jay C. Hoag is a limited partner of Member Fund and a Class A Director of Management VIII and Technology Crossover Management IX, Ltd. ("Management IX"). Each of Management VIII and Management IX is a general partner of Member Fund. Mr. Hoag may be deemed to beneficially own the shares held by Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F7 These shares are directly held by TCV IX, L.P. ("TCV IX"). Jay C. Hoag is a Class A Member of Management IX and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F8 These shares are directly held by TCV IX (A) Opportunities, L.P. ("TCV IX A Opportunities"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, which in turn is sole shareholder of TCV IX (A) Opportunities, Ltd., which in turn is the sole limited partner of TCV IX A Opportunities. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX A Opportunities but disclaims beneficial ownership of such shares except to the except of his pecuniary interest therein.
F9 These shares are directly held by TCV IX (B), L.P. ("TCV IX (B)"). Jay C. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV IX (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F10 These shares are directly held by The Hoag Family Trust U/A DTD 08/02/1994. Jay C. Hoag is a trustee of The Hoag Family Trust U/A DTD 08/02/1994. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F11 1/4th of the shares subject to the option will vest and become exercisable after each-three-month period following the grant date such that the option will be fully vested and exercisable on the one-year anniversary of the grant date.
F12 Jay C. Hoag has sole dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C. and TCV IX Management, L.L.C. have a right to 100% of the pecuniary interest in such options. Mr. Hoag is a Member of TCV VIII Management, L.L.C. and a Member of TCV IX Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.