COSTAR GROUP, INC. — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP INC (CSGP)
CIK: 0001057352
Period of Report: 2014-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-28	Common Stock, par value $0.01 per share	F	15254	$201.04	Disposed	28553	Direct
2014-02-28	Common Stock, par value $0.01 per share	A	5760	—	Acquired	34313	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-28	Option to Acquire Common Stock	$201.04	A	7800	Acquired	2024-02-27	Common Stock (7800)	Direct

Footnotes

F1: Represents all shares of Common Stock owned, consisting of 18,185 shares of Common Stock and 10,368 shares of Common Stock subject to unvested Restricted Stock Grants.

F2: Includes a grant of 3,600 shares of restricted common stock that vest in three equal installments on February 28, 2015, February 28, 2016, and February 28, 2017, and a grant of 2,160 shares of restricted common stock that vest based upon CoStar Group, Inc.'s achievement of a three year performance goal.

F3: Represents all shares of Common Stock owned, consisting of 18,185 shares of Common Stock and 16,128 shares of Common Stock subject to unvested Restricted Stock Grants.

F4: The option vests in three equal installments on February 28, 2015, February 28, 2016, and February 28, 2017.