COSTAR GROUP, INC. — Director's Dealing 2013

Jun 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP INC (CSGP)
CIK: 0001057352
Period of Report: 2013-06-05

Reporting Person: KLEIN MICHAEL R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-05	Common Stock, par value $0.01 per share	M	5000	$30.06	Acquired	327444	Direct
2013-06-05	Common Stock, par value $0.01 per share	M	5000	$44.86	Acquired	332444	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-05	Option to Acquire Common Stock	$30.06	M	5000	Disposed	2013-09-03	Common Stock (5000)	Direct
2013-06-05	Option to Acquire Common Stock	$44.86	M	5000	Disposed	2014-09-08	Common Stock (5000)	Direct

Footnotes

F1: Represents all shares of Common Stock owned, consisting of 323,782 shares of Common Stock and 3,662 shares of Common Stock subject to unvested Restricted Stock Grants.

F2: Represents all shares of Common Stock owned, consisting of 328,782 shares of Common Stock and 3,662 shares of Common Stock subject to unvested Restricted Stock Grants.

F3: The option vested in four equal installments on September 4, 2004, September 4, 2005, September 4, 2006 and September 4, 2007.

F4: The option vested in four equal installments on September 9, 2005, September 9, 2006, September 9, 2007 and September 9, 2008.