COSTAR GROUP, INC. — Director's Dealing 2015

Mar 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP INC (CSGP)
CIK: 0001057352
Period of Report: 2015-03-05

Reporting Person: CARCHEDI FRANCIS (Executive VP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-05	Common Stock, par value $0.01 per share	A	8120	—	Acquired	30550	Direct
2015-03-09	Common Stock, par value $0.01 per share	S	5910	$191.05	Disposed	24640	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-05	Option to Acquire Common Stock	$193.69	A	8500	Acquired	2025-03-04	Common Stock (8500.0)	Direct

Footnotes

F1: Includes a grant of 5,000 shares of restricted common stock that vest in three equal installments on March 5, 2016, March 5, 2017 and March 5, 2018, and a grant of 3,120 shares of restricted common stock that vest based upon CoStar Group, Inc.'s achievement of a three year performance goal.

F2: Represents all shares of Common Stock owned, consisting of 10,118 shares of Common Stock and 20,432 shares of Common Stock subject to unvested Restricted Stock grants.

F3: Average based on sales prices ranging from $191.00 to $191.20.

F4: Represents all shares of Common Stock owned, consisting of 4,208 shares of Common Stock and 20,432 shares of Common Stock subject to unvested Restricted Stock grants.

F5: The option vests in three equal installments on March 5, 2016, March 5, 2017 and March 5, 2018