COSTAR GROUP, INC. — Director's Dealing 2016

Mar 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: CARCHEDI FRANCIS (Executive VP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-11	Common Stock, par value $0.01 per share	A	6740	—	Acquired	25191	Direct
2016-03-11	Common Stock, par value $0.01 per share	F	1213	$182.75	Disposed	23978	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-11	Option to Acquire Common Stock	$182.75	A	8200	Acquired	2026-03-10	Common Stock (8200.0)	Direct

Footnotes

F1: Includes a grant of 4,100 shares of restricted common stock that vest in three equal installments on March 11, 2017, March 11, 2018 and March 11, 2019, and a grant of 2,640 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 4,777 shares of Common Stock and 20,414 shares of Common Stock subject to unvested Restricted Stock grants.

F3: Represents all shares of Common Stock owned, consisting of 5,964 shares of Common Stock and 18,014 shares of Common Stock subject to unvested Restricted Stock grants.

F4: The option vests in three equal installments on March 11, 2017, March 11, 2018 and March 11, 2019.