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COSTAR GROUP, INC. Director's Dealing 2014

Mar 12, 2014

30100_dirs_2014-03-12_7e2b75b9-fc3f-43cf-89bb-946f801ee70f.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: 2014-03-10

Reporting Person: Stanfill John L (Sr. VP-Sales, Customer Service)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-03-10 Common Stock, par value $0.01 per share M 1978 $57.16 Acquired 35460 Direct
2014-03-10 Common Stock, par value $0.01 per share S 20126 $208.82 Disposed 15334 Direct
2014-03-11 Common Stock, par value $0.01 per share M 1922 $57.16 Acquired 17256 Direct
2014-03-11 Common Stock, par value $0.01 per share M 3867 $58.95 Acquired 21123 Direct
2014-03-11 Common Stock, par value $0.01 per share S 5789 $207.60 Disposed 15334 Direct
2014-03-11 Common Stock, par value $0.01 per share F 1018 $207.81 Disposed 14316 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-03-10 Option to Acquire Common Stock $57.16 M 1978 Disposed 2021-03-03 Common Stock (1978) Direct
2014-03-11 Option to Acquire Common Stock $57.16 M 1922 Disposed 2021-03-03 Common Stock (1922) Direct
2014-03-11 Option to Acquire Common Stock $58.95 M 3867 Disposed 2022-02-20 Common Stock (3867) Direct

Footnotes

F1: Represents all shares of Common Stock owned, consisting of 20,966 shares of Common Stock and 14,494 shares of Common Stock subject to unvested Restricted Stock Grants.

F2: Average based on sales prices ranging from $208.00 to $210.02.

F3: Represents all shares of Common Stock owned, consisting of 840 shares of Common Stock and 14,494 shares of Common Stock subject to unvested Restricted Stock Grants.

F4: Represents all shares of Common Stock owned, consisting of 2,762 shares of Common Stock and 14,494 shares of Common Stock subject to unvested Restricted Stock Grants.

F5: Represents all shares of Common Stock owned, consisting of 6,629 shares of Common Stock and 14,494 shares of Common Stock subject to unvested Restricted Stock Grants.

F6: Average based on sales prices ranging from $207.00 to $210.33.

F7: Represents all shares of Common Stock owned, consisting of 1,822 shares of Common Stock and 12,494 shares of Common Stock subject to unvested Restricted Stock Grants.

F8: The option vested in three equal installments on March 4, 2012, March 4, 2013, and March 4, 2014.

F9: The option vests in three equal installments on February 21, 2013, February 21, 2014 and February 21, 2015