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 * Rock Jennifer	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) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Accounting Officer
(Last)          (First)          (Middle) C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31	3. Date of Earliest Transaction (MM/DD/YYYY) 2/24/2020
(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	2/24/2020		M		2711.0000	A	$40.3600	32562.0000	D
Class C Capital Stock	2/24/2020		M		2532.0000	A	$22.4100	35094.0000	D
Class C Capital Stock	2/24/2020		M		1875.0000	A	$35.1600	36969.0000	D
Class C Capital Stock	2/24/2020		S		9002.0000	D	$61.0500	27967.0000	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)	$40.3600	2/24/2020		M			2711.0000	5/15/2019 (1)	3/1/2029	Class C Capital Stock	2711.0000	$0.0000	8135.0000	D
Stock Option (Right to Buy)	$35.1600	2/24/2020		M			1875.0000	5/17/2017 (1)	3/7/2027	Class C Capital Stock	1875.0000	$0.0000	7500.0000	D
Stock Option (Right to Buy)	$22.4100	2/24/2020		M			2532.0000	5/18/2016 (1)	3/28/2026	Class C Capital Stock	2532.0000	$0.0000	0.0000	D

Explanation of Responses:
(1)	Date at which first vesting occurs us 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Rock Jennifer C/O ZILLOW GROUP, INC., 1301 SECOND AVEN FLOOR 31 SEATTLE, WA 98101			Chief Accounting Officer

Signatures
/s/ Brad Owens, Attorney-in-Fact		2/25/2020
**Signature of Reporting Person		Date