Sec Form 4 Filing - FLORANCE ANDREW C @ COSTAR GROUP INC - 2013-07-29

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
FLORANCE ANDREW C
2. Issuer Name and Ticker or Trading Symbol
COSTAR GROUP INC [ CSGP]
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
(Last) (First) (Middle)
C/O COSTAR GROUP, INC., 1331 L STREET, NW
3. Date of Earliest Transaction (MM/DD/YY)
07/29/2013
(Street)
WASHINGTON, DC20005
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 07/29/2013 M 4,000 A $ 25 293,196 ( 1 ) D
Common Stock, par value $0.01 per share 07/29/2013 M 37,374 A $ 51.92 330,570 ( 2 ) D
Common Stock, par value $0.01 per share 07/29/2013 S 37,374 D $ 155.86 ( 3 ) 293,196 ( 1 ) D
Common Stock, par value $0.01 per share 07/29/2013 M 4,234 A $ 43.99 297,430 ( 4 ) D
Common Stock, par value $0.01 per share 07/29/2013 S 4,234 D $ 157 293,196 ( 1 ) D
Common Stock, par value $0.01 per share 07/30/2013 M 30,520 A $ 43.99 323,716 ( 5 ) D
Common Stock, par value $0.01 per share 07/30/2013 S 30,520 D $ 157.03 ( 6 ) 293,196 ( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 $ 25 07/29/2013 M 4,000 ( 7 ) 03/01/2019 Common Stock 4,000 $ 0 54,400 D
Option to Acquire Common Stock $ 51.92 07/29/2013 M 37,374 ( 8 ) 12/11/2016 Common Stock 37,374 $ 0 1,926 D
Option to Acquire Common Stock $ 43.99 07/29/2013 M 4,234 ( 9 ) 02/26/2018 Common Stock 4,234 $ 0 35,066 D
Option to Acquire Common Stock $ 43.99 07/30/2013 M 30,520 ( 9 ) 02/26/2018 Common Stock 30,520 $ 0 4,546 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FLORANCE ANDREW C
C/O COSTAR GROUP, INC.
1331 L STREET, NW
WASHINGTON, DC20005
X President and CEO
Signatures
/s/ Jonathan Coleman, Attorney-in-Fact 07/31/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents all shares of Common Stock owned, consisting of 91,562 shares of Common Stock and 201,634 shares of Common Stock subject to unvested Restricted Stock Grants.
( 2 )Represents all shares of Common Stock owned, consisting of 128,936 shares of Common Stock and 201,634 shares of Common Stock subject to unvested Restricted Stock Grants.
( 3 )Average based on sales prices ranging from $155.00 to $158.88.
( 4 )Represents all shares of Common Stock owned, consisting of 95,796 shares of Common Stock and 201,634 shares of Common Stock subject to unvested Restricted Stock Grants.
( 5 )Represents all shares of Common Stock owned, consisting of 122,082 shares of Common Stock and 201,634 shares of Common Stock subject to unvested Restricted Stock Grants.
( 6 )Average based on sales prices ranging from $157.00 to $157.26.
( 7 )The option vested in three equal installments on March 2, 2010, March 2, 2011 and March 2, 2012.
( 8 )The option vested in three equal installments on December 12, 2007, December 12, 2008 and December 12, 2009.
( 9 )The option vested in three equal installments on February 27, 2009, February 27, 2010 and February 27, 2011.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.