COSTAR GROUP, INC. — Director's Dealing 2021

Mar 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP, INC. (CSGP)
CIK: 0001057352
Period of Report: 2021-03-23

Reporting Person: SAINT FREDERICK G. (President, Marketplaces)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-23	Common Stock, par value $0.01 per share	M	2767	$204.91	Acquired	26924	Direct
2021-03-23	Common Stock, par value $0.01 per share	M	5067	$342.13	Acquired	31991	Direct
2021-03-23	Common Stock, par value $0.01 per share	S	7834	$831.70	Disposed	24157	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-23	Option to Acquire Common Stock	$204.91	M	2767	Disposed	2027-03-01	Common Stock (2767.0)	Direct
2021-03-23	Option to Acquire Common Stock	$342.13	M	5067	Disposed	2028-02-27	Common Stock (5067.0)	Direct

Footnotes

F1: Represents all shares of Common Stock owned, consisting of 11,717 shares of Common Stock and 12,761 shares of Common Stock subject to unvested Restricted Stock grants, 1,223 shares of Deferred Stock Units and 1,223 shares of unvested Restricted Stock Units.

F2: Represents all shares of Common Stock owned, consisting of 16,784 shares of Common Stock and 12,761 shares of Common Stock subject to unvested Restricted Stock grants, 1,223 shares of Deferred Stock Units and 1,223 shares of unvested Restricted Stock Units.

F3: Average based on sales prices ranging from $828.24 to $836.03.

F4: Represents all shares of Common Stock owned, consisting of 8,950 shares of Common Stock and 12,761 shares of Common Stock subject to unvested Restricted Stock grants, 1,223 shares of Deferred Stock Units and 1,223 shares of unvested Restricted Stock Units.

F5: The option vested in three equal installments on March 31, 2018, March 31, 2019 and March 31, 2020.

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