COSTAR GROUP, INC. — Director's Dealing 2013

Nov 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP INC (CSGP)
CIK: 0001057352
Period of Report: 2013-11-20

Reporting Person: CARCHEDI FRANCIS (Executive VP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-20	Common Stock, par value $0.01 per share	M	2500	$37.42	Acquired	34726	Direct
2013-11-20	Common Stock, par value $0.01 per share	S	2500	$177.23	Disposed	32226	Direct
2013-11-21	Common Stock, par value $0.01 per share	M	4000	$37.42	Acquired	36226	Direct
2013-11-21	Common Stock, par value $0.01 per share	S	4000	$180.81	Disposed	32226	Direct
2013-11-22	Common Stock, par value $0.01 per share	M	3500	$37.42	Acquired	35726	Direct
2013-11-22	Common Stock, par value $0.01 per share	S	3500	$181.04	Disposed	32226	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-20	Option to Acquire Common Stock	$37.42	M	2500	Disposed	2019-07-15	Common Stock (2500)	Direct
2013-11-21	Option to Acquire Common Stock	$37.42	M	4000	Disposed	2019-07-15	Common Stock (4000)	Direct
2013-11-22	Option to Acquire Common Stock	$37.42	M	3500	Disposed	2019-07-15	Common Stock (3500)	Direct

Footnotes

F1: Represents all shares of Common Stock owned, consisting of 5,142 shares of Common Stock and 29,584 shares of Common Stock subject to unvested Restricted Stock Grants.

F2: Average based on sales prices ranging from $177.18 to $177.29.

F3: Represents all shares of Common Stock owned, consisting of 2,642 shares of Common Stock and 29,584 shares of Common Stock subject to unvested Restricted Stock Grants.

F4: Represents all shares of Common Stock owned, consisting of 6,642 shares of Common Stock and 29,584 shares of Common Stock subject to unvested Restricted Stock Grants.

F5: Average based on sales prices ranging from $180.55 to $181.13.

F6: Represents all shares of Common Stock owned, consisting of 6,142 shares of Common Stock and 29,584 shares of Common Stock subject to unvested Restricted Stock Grants.

F7: Average based on sales prices ranging from $181.00 to $181.32.

F8: The option vested in four equal installments on July 16, 2010, July 16, 2011, July 16, 2012 and July 16, 2013.