COSTAR GROUP, INC. — Director's Dealing 2021

Feb 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP, INC. (CSGP)
CIK: 0001057352
Period of Report: 2021-02-18

Reporting Person: Wheeler Scott T (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-18	Common Stock, par value $0.01 per share	A	6020	—	Acquired	30060	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-18	Option to Acquire Common Stock	$919.83	A	2600	Acquired	2031-02-17	Common Stock (2600.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	36	Indirect
Common Stock, par value $0.01 per share	36	Indirect
Common Stock, par value $0.01 per share	36	Indirect

Footnotes

F1: Includes a grant of 2,900 shares of restricted common stock that vest in three equal installments on March 1, 2022, March 1, 2023 and March 1, 2024, and a grant of 3,120 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 2,467 shares of Common Stock, 23,415 shares of Common Stock subject to unvested Restricted Stock grants, 2,089 shares of Deferred Stock Units and 2,089 shares of unvested Restricted Stock Units.

F3: The option vests in three equal installments on March 1, 2022, March 1, 2023 and March 1, 2024.