Statement of Changes in Beneficial Ownership (4)

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 * Underwood April	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                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31	3. Date of Earliest Transaction (MM/DD/YYYY) 11/6/2020
(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 C Capital Stock	11/6/2020		M		11751.0000	A	$34.4200	11751.0000	D
Class C Capital Stock	11/6/2020		M		3249.0000	A	$35.3900	15000.0000	D
Class C Capital Stock	11/6/2020		S		15000.0000	D	$118.2649 (1)	0.0000	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)	$34.4200	11/6/2020		M			11751.0000	5/17/2017 (2)	2/11/2027	Class C Capital Stock	11751.0000	$0.0000	1679.0000	D
Stock Option (Right to Buy)	$35.3900	11/6/2020		M			3249.0000	6/1/2017 (3)	3/1/2027	Class C Capital Stock	3249.0000	$0.0000	9822.0000	D

Explanation of Responses:
(1)	The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $118.17 to $118.4850. 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 subject to the option become exercisable at the first vesting date and an additional 1/16th become exercisable on each issuer quarterly vesting date occurring thereafter until the option is fully vested.
(3)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Underwood April C/O ZILLOW GROUP, INC., 1301 SECOND AVEN FLOOR 31 SEATTLE, WA 98101	X

Signatures
/s/ Brad Owens, Attorney-in-Fact		11/9/2020
**Signature of Reporting Person		Date