COSTAR GROUP, INC. — Director's Dealing 2020

Feb 10, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP, INC. (CSGP)
CIK: 0001057352
Period of Report: 2020-02-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-06	Common Stock, par value $0.01 per share	A	22520	—	Acquired	120397	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-06	Option to Acquire Common Stock	$666.52	A	16200	Acquired	2030-02-05	Common Stock (16200.0)	Direct

Footnotes

F1: Includes a grant of 11.000 shares of restricted common stock that vest in three equal installments on February 15, 2021, February 15, 2022 and February 15, 2023, and a grant of 11,520 shares of restricted common stock that vest based upon CoStar Group, Inc.'s achievement of a three-year performance goal.

F2: Represents all shares of Common Stock owned, consisting of 26,117 shares of Common Stock and 91,854 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: The option vests in three equal installments on February 15, 2021, February 15, 2022 and February 15, 2023.