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COSTAR GROUP, INC. Director's Dealing 2012

May 8, 2012

30100_dirs_2012-05-08_b25fc051-a119-46bb-9f75-d4352affa522.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: 2012-05-04

Reporting Person: Kitchen Jennifer (Sr. Vice President, Research)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-04 Common Stock, par value $0.01 per share M 3533 $51.92 Acquired 30213 Direct
2012-05-04 Common Stock, par value $0.01 per share M 5300 $43.99 Acquired 35513 Direct
2012-05-04 Common Stock, par value $0.01 per share M 8800 $25.00 Acquired 44313 Direct
2012-05-04 Common Stock, par value $0.01 per share S 17633 $70.42 Disposed 26680 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-05-04 Option to Acquire Common Stock $51.92 M 3533 Disposed 2016-12-11 Common Stock (3533) Direct
2012-05-04 Option to Acquire Common Stock $43.99 M 5300 Disposed 2018-02-26 Common Stock (5300) Direct
2012-05-04 Option to Acquire Common Stock $25.00 M 8800 Disposed 2019-03-01 Common Stock (8800) Direct

Footnotes

F1: Represents all shares of Common Stock owned, consisting of 10,479 shares of Common Stock and 19,734 shares of Common Stock subject to unvested Restricted Stock Grants.

F2: Represents all shares of Common Stock owned, consisting of 15,779 shares of Common Stock and 19,734 shares of Common Stock subject to unvested Restricted Stock Grants.

F3: Represents all shares of Common Stock owned, consisting of 24,579 shares of Common Stock and 19,734 shares of Common Stock subject to unvested Restricted Stock Grants.

F4: Average based on sales prices ranging from $70.31 to $70.50.

F5: Represents all shares of Common Stock owned, consisting of 6,946 shares of Common Stock and 19,734 shares of Common Stock subject to unvested Restricted Stock Grants.

F6: The option vested in three equal installments on December 12, 2007, December 12, 2008 and December 12, 2009.

F7: The option vested in three equal installments on February 27, 2009, February 27, 2010 and February 27, 2011.

F8: The option vested in three equal installments on March 2, 2010, March 2, 2011 and March 2, 2012.