SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

SAINT FREDERICK G.

(Last)

(First)

(Middle)

C/O COSTAR GROUP, INC.

1331 L STREET NW

(Street)

WASHINGTON

20005

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2020

3. Issuer Name and Ticker or Trading Symbol
COSTAR GROUP, INC. [ CSGP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Marketplaces

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	22,076⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Acquire Common Stock	⁽²⁾	03/01/2027	Common Stock	2,767	204.91	D
Option to Acquire Common Stock	⁽³⁾	02/27/2028	Common Stock	5,067	342.13	D
Option to Acquire Common Stock	⁽⁴⁾	02/06/2029	Common Stock	4,500	398.15	D
Option to Acquire Common Stock	⁽⁵⁾	02/05/2030	Common Stock	3,300	666.52	D

Explanation of Responses:

1. Represents all shares of Common Stock owned, consisting of 5,903 shares of Common Stock and 13,727 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.

2. The option vested in three equal installments on March 31, 2018, March 31, 2019 and March 31, 2020.

3. The option vests in three equal installments on February 28, 2019, February 28, 2020 and February 28, 2021.

4. The option vests in three equal installments on February 15, 2020, February 15, 2021 and February 15, 2022.

5. The option vests in three equal installments on February 15, 2021, February 15, 2022 and February 15, 2023.

Remarks:

	/s/ Jeannette Koonce, Attorney-in-Fact	10/05/2020
	** Signature of Reporting Person	Date
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 5 (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.