COSTAR GROUP, INC. — Director's Dealing 2020

Mar 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP, INC. (CSGP)
CIK: 0001057352
Period of Report: 2020-02-29

Reporting Person: Wheeler Scott T (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-29	Common Stock, par value $0.01 per share	F	885	$667.59	Disposed	33198	Direct
2020-03-02	Common Stock, par value $0.01 per share	F	2318	$667.59	Disposed	30880	Direct
2020-02-29	Common Stock, par value $0.01 per share	M	3600	$342.13	Acquired	34480	Direct
2020-03-03	Common Stock, par value $0.01 per share	S	6005	$703.26	Disposed	28475	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-03	Option to Acquire Common Stock	$342.13	M	3600	Disposed	2028-02-27	Common Stock (3600.0)	Direct

Footnotes

F1: Represents all shares of Common Stock owned, consisting of 3,353 shares of Common Stock and 27,395 shares of Common Stock subject to unvested Restricted Stock grants, 1,225 shares of Deferred Stock Units and 1,225 shares of unvested Restricted Stock Units.

F2: Represents all shares of Common Stock owned, consisting of 5,835 shares of Common Stock and 22,595 shares of Common Stock subject to unvested Restricted Stock grants, 1,225 shares of Deferred Stock Units and 1,225 shares of unvested Restricted Stock Units.

F3: Represents all shares of Common Stock owned, consisting of 9,435 shares of Common Stock and 22,595 shares of Common Stock subject to unvested Restricted Stock grants, 1,225 shares of Deferred Stock Units and 1,225 shares of unvested Restricted Stock Units.

F4: Average based on sales prices ranging from $693.36 to $711.87.

F5: Represents all shares of Common Stock owned, consisting of 3,430 shares of Common Stock and 22,595 shares of Common Stock subject to unvested Restricted Stock grants, 1,225 shares of Deferred Stock Units and 1,225 shares of unvested Restricted Stock Units.

F6: The option vests in three equal installments on February 28, 2019, February 29, 2020 and February 28, 2021.