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* Choo Jun (Last) (First) (Middle) 1301 SECOND AVENUE FLOOR 36 (Street) SEATTLE WA 98101 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/14/2024	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) Chief Operating Officer	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 C Capital Stock	88,130(1)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	10/17/2029	Class C Capital Stock	34,375	$32.1	D
Stock Option (right to buy)	05/17/2023(3)	03/07/2033	Class C Capital Stock	97,500	$41.75	D
Stock Option (right to buy)	05/18/2022(4)	03/07/2032	Class C Capital Stock	112,500	$49.57	D
Stock Option (right to buy)	05/19/2021(4)	03/05/2031	Class C Capital Stock	110,575	$38.78	D
Stock Option (right to buy)	02/16/2022(4)	11/23/2031	Class C Capital Stock	33,501	$38.78	D
Stock Option (right to buy)	11/13/2024(4)	09/20/2034	Class C Capital Stock	60,903	$67.09	D
Stock Option (right to buy)	(2)	03/07/2028	Class C Capital Stock	5,710	$53.95	D
Stock Option (right to buy)	05/15/2024(4)	03/07/2034	Class C Capital Stock	81,816	$55.94	D
Stock Option (right to buy)	(2)	03/06/2030	Class C Capital Stock	120,000	$49.35	D
Stock Option (right to buy)	(2)	03/01/2029	Class C Capital Stock	31,603	$40.36	D

Explanation of Responses:

1. Amount reported consists of: (a) 46,095 shares of Class C capital stock directly held by the reporting person; (b) 13,350 restricted stock units ("RSUs") from an award granted on 03/07/23 that vested as to 1/12th of the total amount of shares subject to the grant on 05/17/23, with the remainder vesting as to 1/12th on each of the issuer's quarterly vesting dates thereafter until the RSUs are fully vested; (c) 22,160 RSUs from an award granted on 03/07/24 that vested as to 1/16th of the total amount of shares subject to the grant on 05/15/24, with the remainder vesting as to 1/16th on each of the issuer's quarterly vesting dates thereafter until the RSUs are fully vested; and (d) 6,345 RSUs from an award granted on 09/20/24 that vested as to 1/16th of the total amount of shares subject to the grant on 11/13/24, with the remainder vesting as to 1/16th on each of the issuer's quarterly vesting dates thereafter until the RSUs are fully vested.

2. Option is fully vested and exercisable.

3. Date at which first vesting occurs is indicated. 1/12th of the total number of shares subject to the option become exercisable at the first vesting date and an additional 1/12th 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. 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.

Remarks:

	/s/ Shannon Cartales Attorney-in-Fact	11/21/2024
	** 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).
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