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: FLORANCE ANDREW C (Director, President and CEO)

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	2527	$667.59	Disposed	115594	Direct
2020-03-02	Common Stock, par value $0.01 per share	F	5447	$667.59	Disposed	110147	Direct
2020-03-02	Common Stock, par value $0.01 per share	M	33600	$201.04	Acquired	143747	Direct
2020-03-02	Common Stock, par value $0.01 per share	S	33600	$663.90	Disposed	110147	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-02	Option to Acquire Common Stock	$201.04	M	33600	Disposed	2024-02-27	Common Stock (33600.0)	Direct

Footnotes

F1: Represents all shares of Common Stock owned, consisting of 31,680 shares of Common Stock and 81,488 shares of Common Stock subject to unvested Restricted Stock grants, 1,213 shares of Deferred Stock Units and 1,213 shares of unvested Restricted Stock Units.

F2: Represents all shares of Common Stock owned, consisting of 37,513 shares of Common Stock and 70,208 shares of Common Stock subject to unvested Restricted Stock grants, 1,213 shares of Deferred Stock Units and 1,213 shares of unvested Restricted Stock Units.

F3: Represents all shares of Common Stock owned, consisting of 71,113 shares of Common Stock and 70,208 shares of Common Stock subject to unvested Restricted Stock grants, 1,213 shares of Deferred Stock Units and 1,213 shares of unvested Restricted Stock Units.

F4: Average based on sales prices ranging from $655.23 to $674.02.

F5: The option vested in three equal installments on February 28, 2015, February 28, 2016, and February 28, 2017.