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: FLORANCE ANDREW C (Director, President and CEO)

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	1899	$203.99	Disposed	157523	Direct
2017-03-02	Common Stock, par value $0.01 per share	D	2871	—	Disposed	154652	Direct
2017-03-02	Common Stock, par value $0.01 per share	F	3302	$206.80	Disposed	151350	Direct
2017-03-02	Common Stock, par value $0.01 per share	A	30080	—	Acquired	181430	Direct
2017-03-02	Common Stock, par value $0.01 per share	S	26271	$205.31	Disposed	155159	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	34600	Acquired	2027-03-01	Common Stock (34600.0)	Direct

Footnotes

F1: Represents all shares of Common Stock owned, consisting of 94,903 shares of Common Stock and 62,620 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 94,903 shares of Common Stock and 59,749 shares of Common Stock subject to unvested Restricted Stock grants.

F4: Represents all shares of Common Stock owned, consisting of 98,090 shares of Common Stock and 53,260 shares of Common Stock subject to unvested Restricted Stock grants.

F5: Includes a grant of 18,800 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 11,280 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 98,090 shares of Common Stock and 83,340 shares of Common Stock subject to unvested Restricted Stock grants.

F7: Average based on sales prices ranging from $204.55 to $206.05.

F8: Represents all shares of Common Stock owned, consisting of 71,819 shares of Common Stock and 83,340 shares of Common Stock subject to unvested Restricted Stock grants.

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