COSTAR GROUP, INC. — Director's Dealing 2022

Mar 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COSTAR GROUP, INC. (CSGP)
CIK: 0001057352
Period of Report: 2022-03-15

Reporting Person: Wheeler Scott T (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-15	Common Stock, par value $0.01 per share	A	29274	—	Acquired	320675	Direct
2022-03-04	Common Stock, par value $0.01 per share	G	1134	—	Disposed	319541	Direct
2022-03-04	Common Stock, par value $0.01 per share	G	550	—	Acquired	1280	Indirect
2022-03-04	Common Stock, par value $0.01 per share	G	550	—	Acquired	1280	Indirect
2022-03-04	Common Stock, par value $0.01 per share	G	34	—	Acquired	679	Indirect

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 $57.84 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 70,771 shares of Common Stock and 162,870 shares of Common Stock subject to unvested Restricted Stock grants, 43,517 shares of Deferred Stock Units and 43,517 shares of unvested Restricted Stock Units.

F3: Represents all shares of Common Stock owned, consisting of 69,637 shares of Common Stock and 162,870 shares of Common Stock subject to unvested Restricted Stock grants, 43,517 shares of Deferred Stock Units and 43,517 shares of unvested Restricted Stock Units.

F4: Of the shares gifted by the reporting person on March 4, 2022, 550 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.

F5: Of the shares gifted by the reporting person on March 4, 2022, 550 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.

F6: Of the shares gifted by the reporting person on March 4, 2022, 34 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.