COSTAR GROUP, INC. — Director's Dealing 2016

May 2, 2016

SEC Form 4/A — Form 4/A

Issuer: COSTAR GROUP INC (CSGP)
CIK: 0001057352
Period of Report: 2016-03-11

Reporting Person: FLORANCE ANDREW C (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-11	Common Stock, par value $0.01 per share	F	5700	$182.75	Disposed	164649	Direct

Footnotes

F1: This amendment is being filed to correct the number of shares of common stock withheld for taxes upon vesting of shares of Restricted Stock, which was overstated by 69 shares in the Form 4 filed on March 15, 2016.

F2: Represents all shares of Common Stock owned, consisting of 96,895 shares of Common Stock and 67,754 shares of Common Stock subject to unvested Restricted Stock grants.