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COSTAR GROUP, INC. Director's Dealing 2017

May 3, 2017

30100_dirs_2017-05-03_f99920ce-eb91-4592-b0cb-4afec649c2d4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP INC (CSGP)
CIK: 0001057352
Period of Report: 2017-05-02

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-02 Common Stock, par value $0.01 per share M 21768 $42.29 Acquired 170653 Direct
2017-05-02 Common Stock, par value $0.01 per share S 21768 $244.73 Disposed 148885 Direct
2017-05-03 Common Stock, par value $0.01 per share M 21768 $42.29 Acquired 170653 Direct
2017-05-03 Common Stock, par value $0.01 per share S 21768 $244.19 Disposed 148885 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-02 Option to Acquire Common Stock $42.29 M 21768 Disposed 2020-03-11 Common Stock (21768.0) Direct
2017-05-03 Option to Acquire Common Stock $42.29 M 21768 Disposed 2020-03-11 Common Stock (21768.0) Direct

Footnotes

F1: Represents all shares of Common Stock owned, consisting of 99,646 shares of Common Stock and 71,007 shares of Common Stock subject to unvested Restricted Stock grants.

F2: Average based on sales prices ranging from $244.25 to $245.45.

F3: Represents all shares of Common Stock owned, consisting of 77,878 shares of Common Stock and 71,007 shares of Common Stock subject to unvested Restricted Stock grants.

F4: Average based on sales prices ranging from $242.94 to $245.76.

F5: The option vested in three equal installments on March 12, 2011, March 12, 2012 and March 12, 2013.