COSTAR GROUP, INC. — Director's Dealing 2013

Aug 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP INC (CSGP)
CIK: 0001057352
Period of Report: 2013-08-20

Reporting Person: HABER WARREN H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-20	Common Stock, par value $0.01 per share	M	7000	$30.06	Acquired	112190	Direct
2013-08-20	Common Stock, par value $0.01 per share	S	1396	$153.53	Disposed	110794	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-20	Option to Acquire Common Stock	$30.06	M	7000	Disposed	2013-09-03	Common Stock (7000)	Direct

Footnotes

F1: Represents all shares of Common Stock owned, consisting of 107,574 shares of Common Stock and 4,616 shares of Common Stock subject to unvested Restricted Stock Grants.

F2: Average based on sales prices ranging from $153.46 to $153.99.

F3: Represents all shares of Common Stock owned, consisting of 106,178 shares of Common Stock and 4,616 shares of Common Stock subject to unvested Restricted Stock Grants.

F4: The option vested in four equal installments on September 4, 2004, September 4, 2005, September 4, 2006 and September 4, 2007.