EX-4.1



 Exhibit 4.1 

SECOND SUPPLEMENTAL INDENTURE 

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 30, 2015, between Trulia, Inc.,
a Delaware corporation (the “Company”), Zillow Group, Inc., a Washington corporation and the ultimate parent of the Company (the “Zillow Group”), and Wells Fargo Bank, National Association, a national banking
association, as trustee under the Indenture referred to below (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of December 17, 2013, as supplemented by the First
Supplemental Indenture thereto dated as of February 17, 2015 among the Company, Zillow Group, and the Trustee (as so supplemented, the “Indenture”), pursuant to which the Company issued its 2.75% Convertible Senior Notes due
2020 (the “Notes”); 
 WHEREAS, Section 10.01(f) of the Indenture provides that the Company and the Trustee may,
without the consent of the Holders of the Notes, enter into an indenture supplemental to the Indenture for the purpose of making any change that does not adversely affect the rights of any Holder; 

WHEREAS, in connection with the execution and delivery of this Supplemental Indenture, the Trustee has received Officer’s Certificates
and an Opinion of Counsel as contemplated by Sections 10.01 and 17.05 of the Indenture; and 
 WHEREAS, the Company and Zillow Group have
requested that the Trustee execute and deliver this Supplemental Indenture and have satisfied all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the Company, Zillow Group and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 

ARTICLE 1 
 DEFINITIONS

 Section 1.1 Definitions in the Supplemental Indenture. A term defined in the Indenture has the same meaning when used in
this Supplemental Indenture unless such term is otherwise defined herein or amended or supplemented pursuant to this Supplemental Indenture. The words “herein,” “hereof,” “hereunder,” and words of similar import refer
to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. 
 ARTICLE 2 

AMENDMENTS TO INDENTURE 

Section 2.1 Existence. Section 4.05 of the Indenture is hereby amended and restated as follows: 







 “Section 4.05. Existence. Subject to Article 11 and the
Company’s ability to convert into a limited liability company under applicable law, which conversion shall become effective on or about December 30, 2015, the Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence. On and after such conversion of the Company into a limited liability company under applicable law, the Company will do or cause to be done all things necessary to preserve and keep in full force and
effect its limited liability company existence.” 
 Section 2.2 Company May Consolidate, Etc. on Certain Terms.
Section 11.01(a) of the Indenture is hereby amended and restated as follows: 
 “(a) the resulting, surviving or
transferee Person (the “Successor Company”), if not the Company, shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of
Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and” 

ARTICLE 3 
 MISCELLANEOUS

 Section 3.1 Ratification of Indenture. The Indenture, as supplemented by this Supplemental Indenture, is in all respects
ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. 

Section 3.2 Governing Law. THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS
SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 Section 3.3
Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this
Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture
for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

Section 3.4 Concerning the Trustee. The recitals contained herein shall be taken as the statements of the Company and Zillow
Group, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. 

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	TRULIA, INC.
		
	By:	 	 /s/ Kathleen Philips

	Name:	 	Kathleen Philips
	Title:	 	Chief Financial Officer, Chief Operating Officer, and Treasurer


  

			
	ZILLOW GROUP, INC.
		
	By:	 	 /s/ Kathleen Philips

	Name:	 	Kathleen Philips
	Title:	 	Chief Financial Officer, Chief Legal Officer, and Secretary


  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Maddy Hughes

	Name:	 	Maddy Hughes
	Title:	 	Vice President