SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Daimler Susan

(Last)

(First)

(Middle)

C/O ZILLOW GROUP, INC., 1301 SECOND AVEN

FLOOR 31

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/19/2021

3. Issuer Name and Ticker or Trading Symbol
ZILLOW GROUP, INC. [ Z AND ZG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President of Zillow

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	01/01/2016⁽¹⁾	01/07/2025	Class A Common Stock	4,250	30.7534	D
Stock Option (Right to Buy)	04/30/2017⁽²⁾	03/28/2026	Class C Capital Stock	45,584	22.41	D
Stock Option (Right to Buy)	05/13/2020⁽³⁾	03/28/2026	Class C Capital Stock	17,094	22.41	D
Stock Option (Right to Buy)	02/13/2019⁽³⁾	12/20/2028	Class C Capital Stock	13,125	29.09	D
Stock Option (Right to Buy)	05/13/2020⁽³⁾	03/03/2027	Class C Capital Stock	30,194	35.16	D
Stock Option (Right to Buy)	12/31/2017⁽⁴⁾	03/07/2027	Class C Capital Stock	20,129	35.16	D
Stock Option (Right to Buy)	01/01/2016⁽¹⁾	01/07/2025	Class C Capital Stock	5,746	35.4807	D
Stock Option (Right to Buy)	05/15/2019⁽³⁾	03/01/2029	Class C Capital Stock	84,269	40.36	D
Stock Option (Right to Buy)	05/13/2020⁽³⁾	03/06/2030	Class C Capital Stock	150,000	49.35	D
Stock Option (Right to Buy)	05/13/2020⁽³⁾	03/07/2028	Class C Capital Stock	33,930	53.95	D
Stock Option (Right to Buy)	06/30/2019⁽⁵⁾	03/07/2028	Class C Capital Stock	22,620	53.95	D
Stock Option (Right to Buy)	01/01/2016⁽¹⁾	01/07/2025	Class A Common Stock	4,250	30.7534	I	By Spouse
Stock Option (Right to Buy)	04/30/2017⁽²⁾	03/28/2026	Class C Capital Stock	29,698	22.41	I	By Spouse
Stock Option (Right to Buy)	02/13/2019⁽³⁾	12/20/2028	Class C Capital Stock	8,438	29.09	I	By Spouse
Stock Option (Right to Buy)	12/31/2017⁽⁴⁾	03/07/2027	Class C Capital Stock	13,500	35.16	I	By Spouse
Stock Option (Right to Buy)	01/01/2016⁽¹⁾	01/07/2025	Class C Capital Stock	11,576	35.4807	I	By Spouse
Stock Option (Right to Buy)	05/15/2019⁽³⁾	03/01/2029	Class C Capital Stock	8,846	40.36	I	By Spouse
Stock Option (Right to Buy)	05/13/2020⁽³⁾	03/06/2030	Class C Capital Stock	65,625	49.35	I	By Spouse
Stock Option (Right to Buy)	06/30/2019⁽⁵⁾	03/07/2028	Class C Capital Stock	15,100	53.95	I	By Spouse

Explanation of Responses:

1. 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 1st vesting date and an additional 1/192 shall vest 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.

2. Date at which first vesting occurs is indicated. The number of shares reported became fully vested following management's approval that certain annual performance criteria applicable to the option were satisfied for 2016 and 2017.

3. 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.

4. Date at which first vesting occurs is indicated. The number of shares reported became fully vested following management's approval that certain annual performance criteria applicable to the option were satisfied for 2017.

5. Date at which first vesting occurs is indicated. The number of shares reported became fully vested following management's approval that certain annual performance criteria applicable to the option were satisfied for 2018.

Remarks:

daimlerpoa.txt

	Shannon Cartales, Attorney-in-Fact	02/26/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.