Sec Form 4 Filing - SAINT FREDERICK G. @ COSTAR GROUP, INC. - 2021-02-28

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
SAINT FREDERICK G.
2. Issuer Name and Ticker or Trading Symbol
COSTAR GROUP, INC. [ CSGP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, Marketplaces
(Last) (First) (Middle)
C/O COSTAR GROUP, INC., 1331 L STREET NW
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2021
(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 02/28/2021 D 200 ( 1 ) D $ 0 25,735 ( 2 ) D
Common Stock, par value $0.01 per share 02/28/2021 F 1,578 D $ 823.76 24,157 ( 3 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SAINT FREDERICK G.
C/O COSTAR GROUP, INC.
1331 L STREET NW
WASHINGTON, DC20005
President, Marketplaces
Signatures
/s/ Jeannette Koonce, Attorney-in-Fact 03/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares forfeited from February 28, 2018 performance restricted stock grant after measurement and certification of actual achievement of the performance goal by the Compensation Committee.
( 2 )Represents all shares of Common Stock owned, consisting of 7,028 shares of Common Stock and 16,261 shares of Common Stock subject to unvested Restricted Stock grants, 1,223 shares of Deferred Stock Units and 1,223 shares of unvested Restricted Stock Units.
( 3 )Represents all shares of Common Stock owned, consisting of 8,950 shares of Common Stock and 12,761 shares of Common Stock subject to unvested Restricted Stock grants, 1,223 shares of Deferred Stock Units and 1,223 shares of unvested Restricted Stock Units.

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).

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