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 * Frink Lloyd D	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 __X__ Officer (give title below)    _____ Other (specify below) Chairman & President
(Last)          (First)          (Middle) C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31	3. Date of Earliest Transaction (MM/DD/YYYY) 12/3/2021
(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	12/3/2021		M		43750	A	$30.7534	44332	D
Class A Common Stock	12/3/2021		J(1)		21875	D	$58.035 (2)	22457	D
Class A Common Stock	12/3/2021		J(1)		21875	A	$58.035 (2)	21875	I	Ethan Frink 2020 Trust
Class A Common Stock	12/3/2021		J(1)		21875	D	$58.035 (2)	582	D
Class A Common Stock	12/3/2021		J(1)		21875	A	$58.035 (2)	21875	I	Elliott Frink 2020 Trust
Class A Common Stock								658134	I	Frink Descendants' Trust 12/30/04

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	12/3/2021		M			43750	1/1/2016 (3)	1/7/2022	Class A Common Stock	43750.0	$0	0	D

Explanation of Responses:
(1)	The transaction involves a transfer of shares of the issuer's Class A common stock to a trust in exchange for assets of equal value.
(2)	The average of the low and high price for the issuer's Class A common stock on the date of transfer.
(3)	Date at which first vesting occurs is indicated. 1/4th of the total number of shares originally subject to the option becomes exercisable at the first vesting date and an additional 1/48th becomes exercisable each month thereafter until the option is fully vested.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Frink Lloyd D C/O ZILLOW GROUP, INC., 1301 SECOND AVEN FLOOR 31 SEATTLE, WA 98101	X		Chairman & President

Signatures
/s/ Shannon Cartales, Attorney-in-Fact		12/3/2021
**Signature of Reporting Person		Date