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 * Wacksman Jeremy	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) President, Zillow
(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 A Common Stock	2/24/2020		M		27000.0000	A	$30.7534	27468.0000	D
Class A Common Stock	2/24/2020		M		400.0000	D	$61.6150 (1)	27068.0000	D
Class A Common Stock	2/24/2020		S		10632.0000	D	$60.1063 (2)	16436.0000	D
Class A Common Stock	2/24/2020		S		15968.0000	D	$61.1454 (3)	468.0000	D
Class C Capital Stock	2/24/2020		M		75000.0000	A	$26.0600	106709.0000	D
Class C Capital Stock	2/24/2020		M		54000.0000	A	$35.4807	160709.0000	D
Class C Capital Stock	2/24/2020		M		44000.0000	A	$28.6210	204709.0000	D
Class C Capital Stock	2/24/2020		S		55956.0000	D	$60.8907 (4)	148753.0000	D
Class C Capital Stock	2/24/2020		S		117044.0000	D	$60.0290 (5)	31709.0000	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)	$30.7534	2/24/2020		M			27000.0000	1/1/2016 (6)	1/7/2022	Class A Common Stock	27000.0000	$0.0000	0.0000	D
Stock Option (Right to Buy)	$35.4807	2/24/2020		M			54000.0000	1/1/2016 (6)	1/7/2022	Class C Capital Stock	54000.0000	$0.0000	0.0000	D
Stock Option (Right to Buy)	$28.6210	2/24/2020		M			44000.0000	2/1/2015 (6)	1/2/2021	Class C Capital Stock	44000.0000	$0.0000	0.0000	D
Stock Option (Right to Buy)	$26.0600	2/24/2020		M			75000.0000	8/3/2016 (6)	8/18/2022	Class C Capital Stock	75000.0000	$0.0000	0.0000	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 $61.61 to $61.63. 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)	The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $59.57 to $60.56. 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.
(3)	The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $60.5950 to $61.59. 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.
(4)	The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $60.52 to $61.13. 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.
(5)	The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $59.50 to $60.50. 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.
(6)	Date at which first vesting occurs is indicated. 1/4th of the total number of shares originally subject to the option become exercisable at the first vesting date and an additional 1/48th become exercisable each month thereafter until the option is fully vested.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wacksman Jeremy C/O ZILLOW GROUP, INC., 1301 SECOND AVEN FLOOR 31 SEATTLE, WA 98101			President, Zillow

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