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COSTAR GROUP, INC. Director's Dealing 2011

May 4, 2011

30100_dirs_2011-05-04_6595e11f-1c70-42c9-9293-bc617b00efeb.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP INC (CSGP)
CIK: 0001057352
Period of Report: 2011-05-02

Reporting Person: Stanfill John L (Sr. VP-Sales, Customer Service)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-02 Common Stock, par value $0.01 per share M 1000 $30.06 Acquired 53074 Direct
2011-05-02 Common Stock, par value $0.01 per share M 4804 $39.53 Acquired 57878 Direct
2011-05-02 Common Stock, par value $0.01 per share M 5198 $25.00 Acquired 63076 Direct
2011-05-02 Common Stock, par value $0.01 per share S 5804 $68.30 Disposed 57272 Direct
2011-05-02 Common Stock, par value $0.01 per share S 5198 $68.17 Disposed 52074 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-02 Option to Acquire Common Stock $30.06 M 1000 Disposed 2013-09-03 Common Stock (1000) Direct
2011-05-02 Option to Acquire Common Stock $39.53 M 4804 Disposed 2014-05-04 Common Stock (4804) Direct
2011-05-02 Option to Acquire Common Stock $25.00 M 5198 Disposed 2019-03-01 Common Stock (5198) Direct

Footnotes

F1: Represents all shares of Common Stock owned, consisting of 7,390 shares of Common Stock and 45,684 shares of Common Stock subject to unvested Restricted Stock Grants.

F2: Represents all shares of Common Stock owned, consisting of 12,194 shares of Common Stock and 45,684 shares of Common Stock subject to unvested Restricted Stock Grants.

F3: Represents all shares of Common Stock owned, consisting of 17,392 shares of Common Stock and 45,684 shares of Common Stock subject to unvested Restricted Stock Grants.

F4: Represents all shares of Common Stock owned, consisting of 11,588 shares of Common Stock and 45,684 shares of Common Stock subject to unvested Restricted Stock Grants.

F5: Average based on sales prices ranging from $68.10 to $68.25.

F6: Represents all shares of Common Stock owned, consisting of 6,390 shares of Common Stock and 45,684 shares of Common Stock subject to unvested Restricted Stock Grants.

F7: The option vested in four equal installments on September 4, 2004, September 4, 2005, September 4, 2006, and September 4, 2007.

F8: The option vested in four equal installments on May 5, 2005, May 5, 2006, May 5, 2007 and May 5, 2008.

F9: The option vests in three equal installments on March 2, 2010, March 2, 2011, and March 2, 2012.