COSTAR GROUP, INC. — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP INC (CSGP)
CIK: 0001057352
Period of Report: 2012-03-02

Reporting Person: FLORANCE ANDREW C (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-02	Common Stock, par value $0.01 per share	F	3238	$58.92	Disposed	352724	Direct
2012-03-04	Common Stock, par value $0.01 per share	F	2663	$58.92	Disposed	350061	Direct

Footnotes

F1: Represents all shares of Common Stock owned, consisting of 149,390 shares of Common Stock and 203,334 shares of Common Stock subject to unvested Restricted Stock Grants.

F2: Represents all shares of Common Stock owned, consisting of 152,593 shares of Common Stock and 197,468 shares of Common Stock subject to unvested Restricted Stock Grants.