COSTAR GROUP, INC. — Director's Dealing 2021

Mar 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP, INC. (CSGP)
CIK: 0001057352
Period of Report: 2021-03-15

Reporting Person: Wheeler Scott T (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-15	Common Stock, par value $0.01 per share	A	1598	—	Acquired	29006	Direct
2021-03-16	Common Stock, par value $0.01 per share	M	3600	$342.13	Acquired	32606	Direct
2021-03-16	Common Stock, par value $0.01 per share	M	2133	$398.15	Acquired	34739	Direct
2021-03-16	Common Stock, par value $0.01 per share	S	7326	$843.28	Disposed	27413	Direct
2021-03-16	Common Stock, par value $0.01 per share	G	265	—	Disposed	27148	Direct
2021-03-08	Common Stock, par value $0.01 per share	G	111	—	Disposed	27037	Direct
2021-03-08	Common Stock, par value $0.01 per share	G	37	—	Acquired	73	Indirect
2021-03-08	Common Stock, par value $0.01 per share	G	37	—	Acquired	73	Indirect
2021-03-08	Common Stock, par value $0.01 per share	G	37	—	Acquired	73	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-16	Option to Acquire Common Stock	$342.13	M	3600	Disposed	2028-02-27	Common Stock (3600.0)	Direct
2021-03-16	Option to Acquire Common Stock	$398.15	M	2133	Disposed	2029-02-06	Common Stock (2133.0)	Direct

Footnotes

F1: Pursuant to the Management Stock Purchase Plan, all or a portion of the reporting person's annual cash incentive amount was converted to Deferred Stock Units (each equivalent to one share of common stock) at $837.86 per unit, and the Company awarded the reporting person Restricted Stock Units that vest in full after four years for an equal number of shares of common stock.

F2: Represents all shares of Common Stock owned, consisting of 5,009 shares of Common Stock, 18,221 shares of Common Stock subject to unvested Restricted Stock grants, 2,888 shares of Deferred Stock Units and 2,888 shares of unvested Restricted Stock Units.

F3: Represents all shares of Common Stock owned, consisting of 8,609 shares of Common Stock, 18,221 shares of Common Stock subject to unvested Restricted Stock grants, 2,888 shares of Deferred Stock Units and 2,888 shares of unvested Restricted Stock Units.

F4: Represents all shares of Common Stock owned, consisting of 10,742 shares of Common Stock, 18,221 shares of Common Stock subject to unvested Restricted Stock grants, 2,888 shares of Deferred Stock Units and 2,888 shares of unvested Restricted Stock Units.

F5: Average based on sales prices ranging from $840.55 to $846.07.

F6: Represents all shares of Common Stock owned, consisting of 3,416 shares of Common Stock, 18,221 shares of Common Stock subject to unvested Restricted Stock grants, 2,888 shares of Deferred Stock Units and 2,888 shares of unvested Restricted Stock Units.

F7: Represents all shares of Common Stock owned, consisting of 3,151 shares of Common Stock, 18,221 shares of Common Stock subject to unvested Restricted Stock grants, 2,888 shares of Deferred Stock Units and 2,888 shares of unvested Restricted Stock Units.

F8: Represents all shares of Common Stock owned, consisting of 3,040 shares of Common Stock, 18,221 shares of Common Stock subject to unvested Restricted Stock grants, 2,888 shares of Deferred Stock Units and 2,888 shares of unvested Restricted Stock Units.

F9: Of the shares gifted by reporting person on March 8, 2021, 37 were irrevocably gifted to the Abraham James Wheeler Trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.

F10: Of the shares gifted by reporting person on March 8, 2021, 37 were irrevocably gifted to the Anna Karin Wheeler Trust for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.

F11: Of the shares gifted by reporting person on March 8, 2021, 37 were irrevocably gifted to the Jacob Paul Wheeler Trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.

F12: The option vested in three equal installments on February 28, 2019, February 29, 2020 and February 28, 2021.

F13: The option vests in three equal installments on February 15, 2020, February 15, 2021 and February 15, 2022.