ZILLOW GROUP, INC. (NASDAQ:Z) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Appointment of April Underwood to the Board of Directors

On February 11, 2017, the Board of Directors (the Board) of
Zillow Group, Inc. (the Company or Zillow Group) appointed April
Underwood as a member of the Board, effective immediately.

Ms.Underwood serves as vice president of product at Slack
Technologies, Inc., which she joined in 2015. Previously, she was
director of product at Twitter, Inc., where she held various
roles from 2010 to 2015. Prior employment in product and
engineering roles includes Google, Travelocity, and Intel.
Ms.Underwood holds a B.B.A. in Management Information Systems and
Business Honors from The University of Texas at Austin, and an
M.B.A. from The University of California at Berkeley (Haas).

Ms.Underwood joins Messrs. Barton and Frink as a ClassII
director. In accordance with the Companys Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws,
Ms.Underwoods initial term of board service will expire at the
2017 annual meeting of shareholders. Based on information
provided by Ms.Underwood, and upon the review and recommendation
of the Nominating and Governance Committee of the Board, the
Board has determined that Ms.Underwood is independent as that
term is defined under the applicable rules and regulations of the
Securities and Exchange Commission and the listing requirements
and rules of Nasdaq. The Company expects that Ms.Underwood will
be appointed to the Compensation Committee of the Board.

Ms.Underwood will receive the standard compensation received by
Zillow Group nonemployee directors, which consists of annual
stock option grants to the amended and restated stock option
grant program for nonemployee directors, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference. to the amended and restated stock option
grant program for nonemployee directors, nonemployee directors
are eligible to receive on each March1 a stock option grant for
that number of shares of the Companys ClassC capital stock having
a Black-Scholes-Merton value of $200,000 on the date of grant,
with one-fourth of the shares vesting quarterly over one year and
a per share exercise price equal to the closing price of the
Companys ClassC capital stock on the date of grant. In addition,
in connection with her initial appointment to the Board,
Ms.Underwood will receive a stock option grant for that number of
shares of the Companys ClassC capital stock having a
Black-Scholes-Merton value of $200,000 on the date of grant and
with a per share exercise price equal to the closing price of the
Companys ClassC capital stock on the date of grant. One-sixteenth
of the shares subject to this option grant will vest quarterly
such that the option grant will be fully vested after four years.

As is customary, Ms.Underwood and the Company will enter into an
indemnification agreement providing for contractual rights to
indemnification, expense advancement and reimbursement to the
fullest extent permitted by the Washington Business Corporation
Law, substantially in the form filed as Exhibit 10.2 to this
Current Report on Form 8-K and incorporated herein by reference.

A copy of the press release announcing Ms.Underwoods appointment
as director is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.

Notice of Peter Flint Departure from the Board of
Directors

On February 9, 2017, Mr.Peter Flint notified the Board of his
decision not to stand for re-election to the Board when his
current term expires at the Companys 2017 annual meeting of
shareholders. Mr.Flint reported that his voluntary departure is
not due to any disagreement with the Company on any matter
relating to the Companys operations, policies, or practices.

Mr.Flint co-founded Trulia and has served on the Zillow Group
Board since February 2015. Mr.Flint served as Chairman of Trulias
board of directors from June 2005 until February 2015 and as
Trulias Chief Executive Officer from June 2005 until March 2015.

The Board expresses its sincere appreciation for Mr.Flints
service to the Company and the valuable contributions he has made
to the Companys success.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section27A of the Securities Act
of 1933 and Section21E of the Securities Exchange Act of 1934
that involve risks and uncertainties. Differences may result from
actions taken by the Board of Directors, as well as from risks
and uncertainties beyond the Companys control. Additional factors
that could cause results to differ materially from those
anticipated in forward-looking statements can be found under the
caption Risk Factors in Zillow Group, Inc.s Annual Report on Form
10-K for the year ended December31, 2016 and in the Companys
other filings with the Securities and Exchange Commission. Except
as may be required by law, Zillow Group does not intend, nor
undertake any duty, to update this information to reflect future
events or circumstances.

(d) Exhibits.

ZILLOW GROUP, INC. (NASDAQ:Z) Recent Trading Information

ZILLOW GROUP, INC. (NASDAQ:Z) closed its last trading session 00.00 at 34.42 with 1,709,726 shares trading hands.