COSTAR GROUP, INC. — Director's Dealing 2017

Aug 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP INC (CSGP)
CIK: 0001057352
Period of Report: 2017-07-31

Reporting Person: Linnington Matthew (Executive VP, Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-31	Common Stock, par value $0.01 per share	M	1032	$193.69	Acquired	29368	Direct
2017-07-31	Common Stock, par value $0.01 per share	S	1767	$273.15	Disposed	27601	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-31	Option to Acquire Common Stock	$193.69	M	1032	Disposed	2025-03-04	Common Stock (1032.0)	Direct

Footnotes

F1: Represents all shares of Common Stock owned, consisting of 4,625 shares of Common Stock and 24,743 shares of Common Stock subject to unvested Restricted Stock grants.

F2: Average based on sales prices ranging from $273 to $273.305.

F3: Represents all shares of Common Stock owned, consisting of 2,858 shares of Common Stock and 24,743 shares of Common Stock subject to unvested Restricted Stock grants.

F4: The option vests in three equal installments on March 5, 2016, March 5, 2017 and March 5, 2018.