Amy Bohutinsky - Mar 1, 2024 Form 4/A Insider Report for ZILLOW GROUP, INC. (Z AND ZG)

Role
Director
Signature
/s/ Shannon Cartales Attorney-in-Fact
Stock symbol
Z AND ZG
Transactions as of
Mar 1, 2024
Transactions value $
-$2,136,456
Form type
4/A
Date filed
5/17/2024, 05:49 PM
Date Of Original Report
Mar 5, 2024
Previous filing
Jun 20, 2023
Next filing
Mar 7, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction Z AND ZG Class C Capital Stock +Grant/Award $0 +5,652 $0.00 5,652 Mar 1, 2024 Direct F1
transaction Z AND ZG Class A Common Stock +Options Exercise $961,044 +31,250 $30.75 31,250 Mar 4, 2024 Direct
transaction Z AND ZG Class A Common Stock -Sell -$885,552 -16,014 -51.24% $55.30 15,236 Mar 4, 2024 Direct F2, F3
transaction Z AND ZG Class A Common Stock -Sell -$852,524 -15,236 -100% $55.95 0 Mar 4, 2024 Direct F2, F4
transaction Z AND ZG Class C Capital Stock +Options Exercise $2,217,544 +62,500 +1105.8% $35.48 68,152 Mar 4, 2024 Direct
transaction Z AND ZG Class C Capital Stock -Sell -$3,056,162 -53,487 -78.48% $57.14 14,665 Mar 4, 2024 Direct F2, F5
transaction Z AND ZG Class C Capital Stock -Sell -$520,806 -9,013 -61.46% $57.78 5,652 Mar 4, 2024 Direct F2, F6

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 -31,250 -100% $0.00 0 Mar 4, 2024 Class A Common Stock 31,250 $30.75 Direct F7
transaction Z AND ZG Stock Option (right to buy) -Options Exercise $0 -62,500 -100% $0.00 0 Mar 4, 2024 Class C Capital Stock 62,500 $35.48 Direct F7

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 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 sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 4, 2023.
F3 The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $54.73 to $55.73. 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 $55.74 to $56.43. 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 reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $56.58 to $57.58. 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.
F6 The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $57.59 to $58.05. 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 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 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 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.

Remarks:

This Form 4 Amendment is being made solely to reflect that the shares sold, as previously reported on Table I, Column 4, were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on December 4, 2023.