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 * BLACHFORD ERIK C 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
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN, FLOOR 31
3. Date of Earliest Transaction (MM/DD/YYYY)
11/24/2020
(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  11/24/2020    S    100.0000  D $116.3300  201524.0000  I  Blachford-Mohit Family Trust 
Class A Common Stock  11/24/2020    S    4904.0000  D $112.9666 (1) 196620.0000  I  Blachford-Mohit Family Trust 
Class A Common Stock  11/24/2020    S    6120.0000  D $115.5868 (2) 190500.0000  I  Blachford-Mohit Family Trust 
Class A Common Stock  11/24/2020    S    6440.0000  D $111.8507 (3) 184060.0000  I  Blachford-Mohit Family Trust 
Class A Common Stock  11/24/2020    S    9146.0000  D $114.7774 (4) 174914.0000  I  Blachford-Mohit Family Trust 
Class A Common Stock  11/24/2020    S    11654.0000  D $113.6548 (5) 163260.0000  I  Blachford-Mohit Family Trust 
Class C Capital Stock  11/24/2020    S    1000.0000  D $114.5939 (6) 355948.0000  I  Blachford-Mohit Family Trust 
Class C Capital Stock  11/24/2020    S    11701.0000  D $112.0019 (7) 344247.0000  I  Blachford-Mohit Family Trust 
Class C Capital Stock  11/24/2020    S    17600.0000  D $113.0307 (8) 326647.0000  I  Blachford-Mohit Family Trust 
Class C Capital Stock  11/24/2020    S    20329.0000  D $111.1609 (9) 306318.0000  I  Blachford-Mohit Family Trust 
Class A Common Stock                 3142.0000  D   
Class C Capital Stock                 6284.0000  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

Explanation of Responses:
(1)  The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $112.27 to $113.26. 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 $115.32 to $116.26. 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 $111.24 to $112.2150. 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 $114.28 to $115.28. 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 $113.2750 to $114.27. 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)  The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $114.09 to $114.68. 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.
(7)  The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $111.56 to $112.55. 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.
(8)  The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $112.57 to $113.53. 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.
(9)  The reported price is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $110.54 to $111.5250. 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BLACHFORD ERIK C
C/O ZILLOW GROUP, INC., 1301 SECOND AVEN
FLOOR 31
SEATTLE, WA 98101
X



Signatures
Shannon Cartales, Attorney-in-Fact 11/24/2020
**Signature of Reporting Person Date
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