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 *

Hoag Jay 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 TECHNOLOGY CROSSOVER VENTURES, 250 MIDDLEFIELD ROAD		 3. Date of Earliest Transaction (MM/DD/YYYY)

1/27/2022
(Street)

MENLO PARK, CA 94025
(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 Common Stock 1/27/2022  M  6290 A$39.94 6290 D  
Class A Common Stock 1/27/2022  M  3145 A$34.62 3145 D  
Class C Common Stock         2157155 I TCV Mariner Investor IX, L.P. (1)
Class A Common Stock         70768 I TCV Mariner Investor IX, L.P. (1)
Class C Common Stock         608672 I TCV Mariner Investor IX (A), L.P. (2)
Class A Common Stock         19968 I TCV Mariner Investor IX (A), L.P. (2)
Class C Common Stock         115208 I TCV Mariner Investor IX (B), L.P. (3)
Class A Common Stock         3780 I TCV Mariner Investor IX (B), L.P. (3)
Class C Common Stock         166579 I TCV Mariner Investor IX (MF), L.P. (4)
Class A Common Stock         5484 I TCV Mariner Investor IX (MF), L.P. (4)
Class C Common Stock         2735000 I Mariner Investor II, L.P. (5)
Class A Common Stock         384337 I Mariner Investor II, L.P. (5)
Class C Common Stock         58098 I The Hoag Family Trust U/A DTD 08/02/1994 (6)
Class A Common Stock         29049 I The Hoag Family Trust U/A DTD 08/02/1994 (6)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $39.94 1/27/2022  M     6290  3/2/2015 3/2/2022 Class C Common Stock 6290 $0 0 D  
Stock Option (right to buy) $34.62 1/27/2022  M     3145  3/2/2015 3/2/2022 Class A Common Stock 3145 $0 0 D  
Explanation of Responses:
(1) These shares are directly held by TCV Mariner Investor IX, L.P. ("TCV Mariner"). Jay C. Hoag is a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of TCV Mariner Investor IX, LLC ("Mariner GP"), which in turn is the sole general partner of TCV Mariner. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(2) These shares are directly held by TCV Mariner Investor IX (A), L.P. ("TCV Mariner A"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of Mariner GP, which in turn is the sole general partner of TCV Mariner A. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner A, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(3) These shares are directly held by TCV Mariner Investor IX (B), L.P. ("TCV Mariner B"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of Mariner GP, which in turn is the sole general partner of TCV Mariner B. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner B, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(4) These shares are directly held by TCV Mariner Investor IX (MF), L.P. ("TCV Mariner MF"). Mr. Hoag is a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX, L.P., which in turn is the sole member of Mariner GP, which in turn is the sole general partner of TCV Mariner MF. Mr. Hoag is a limited partner of TCV Member Fund, L.P., which is the sole limited partner of TCV Mariner MF. Mr. Hoag may be deemed to beneficially own the shares held by TCV Mariner MF, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(5) These shares are directly held by Mariner Investor II, L.P. ("Mariner II"). Jay C. Hoag is a Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII"). Management VIII is the sole general partner of Technology Crossover Management VIII, L.P., which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Mariner Investor GP II, LLC, which in turn is the sole general partner of Mariner II. Mr. Hoag may be deemed to beneficially own the shares held by Mariner II but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(6) These shares are directly held by The Hoag Family Trust U/A DTD 08/02/1994. Jay C. Hoag is a trustee of The Hoag Family Trust U/A DTD 08/02/1994. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Hoag Jay C
C/O TECHNOLOGY CROSSOVER VENTURES
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025		X
Signatures
By: /s/ Frederic D. Fenton, Authorized signatory for Jay C. Hoag1/31/2022
**Signature of Reporting PersonDate
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