COSTAR GROUP, INC. — Director's Dealing 2017

Mar 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP INC (CSGP)
CIK: 0001057352
Period of Report: 2017-02-28

Reporting Person: CARCHEDI FRANCIS (Executive VP, Corp. Dev.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-28	Common Stock, par value $0.01 per share	F	630	$203.99	Disposed	23366	Direct
2017-03-02	Common Stock, par value $0.01 per share	D	957	—	Disposed	22409	Direct
2017-03-02	Common Stock, par value $0.01 per share	F	785	$206.80	Disposed	21624	Direct
2017-03-02	Common Stock, par value $0.01 per share	A	7380	—	Acquired	29004	Direct
2017-03-02	Common Stock, par value $0.01 per share	M	4500	$37.42	Acquired	33504	Direct
2017-03-02	Common Stock, par value $0.01 per share	S	4500	$204.98	Disposed	29004	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-02	Option to Acquire Common Stock	$204.91	A	8300	Acquired	2027-03-01	Common Stock (8300.0)	Direct
2017-03-02	Option to Acquire Common Stock	$37.42	M	4500	Disposed	2019-07-15	Common Stock (4500.0)	Direct

Footnotes

F1: Represents all shares of Common Stock owned, consisting of 7,052 shares of Common Stock and 16,314 shares of Common Stock subject to unvested Restricted Stock grants.

F2: Shares forfeited from February 28, 2014 performance restricted stock grant upon measurement and certification of achievement of the performance goal by the Compensation Committee.

F3: Represents all shares of Common Stock owned, consisting of 7,052 shares of Common Stock and 15,357 shares of Common Stock subject to unvested Restricted Stock grants.

F4: Represents all shares of Common Stock owned, consisting of 8,430 shares of Common Stock and 13,194 shares of Common Stock subject to unvested Restricted Stock grants.

F5: Includes a grant of 4,500 shares of restricted common stock that vest in three equal installments on March 2, 2018, March 2, 2019 and March 2, 2020, and a grant of 2,880 shares of restricted common stock that vest based upon CoStar Group, Inc.'s achievement of a three-year performance goal.

F6: Represents all shares of Common Stock owned, consisting of 8,430 shares of Common Stock and 20,574 shares of Common Stock subject to unvested Restricted Stock grants.

F7: Represents all shares of Common Stock owned, consisting of 12,930 shares of Common Stock and 20,574 shares of Common Stock subject to unvested Restricted Stock grants.

F8: Average based on sales prices ranging from $204.83 to $205.04.

F9: The option vests in three equal installments on March 2, 2018, March 2, 2019 and March 2, 2020.

F10: The option vested in four equal installments on July 16, 2010, July 16, 2011, July 16, 2012 and July 16, 2013.