Statement of Changes in Beneficial Ownership (4)
February 10 2020 - 5:18PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
FLORANCE ANDREW C |
2. Issuer Name and Ticker or Trading Symbol
COSTAR GROUP, INC.
[
CSGP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO |
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(Last)
(First)
(Middle)
C/O COSTAR GROUP, INC., 1331 L STREET, NW |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/6/2020 |
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(Street)
WASHINGTON, DC 20005
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $0.01 per share | 2/6/2020 | | A | | 22520 (1) | A | $0 | 120397 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Option to Acquire Common Stock | $666.52 | 2/6/2020 | | A | | 16200 | | (3) | 2/5/2030 | Common Stock | 16200.0 | $0 | 16200 | D | |
| Explanation of Responses: |
| (1) | 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. |
| (2) | 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. |
| (3) | The option vests in three equal installments on February 15, 2021, February 15, 2022 and February 15, 2023. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
FLORANCE ANDREW C
C/O COSTAR GROUP, INC.
1331 L STREET, NW
WASHINGTON, DC 20005 | X |
| President and CEO |
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Signatures
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| /s/ Jonathan Coleman, Attorney-in-Fact | | 2/10/2020 |
| **Signature of Reporting Person | Date |
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