SEC Form 4
FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol COSTAR GROUP, INC. [ CSGP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/15/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 02/15/2022 | F | 5,759 | D | $65.99 | 235,811(1)(2) | D | |||
Common Stock, par value $0.01 per share | 02/16/2022 | D | 7,141(3) | D | $0 | 228,670(4) | D | |||
Common Stock, par value $0.01 per share | 02/16/2022 | F | 11,933 | D | $67.69 | 216,737(5) | D | |||
Common Stock, par value $0.01 per share | 02/16/2022 | A | 44,540(6) | A | $0 | 261,277(7) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | $67.29 | 02/16/2022 | A | 22,600 | (8) | 02/15/2032 | Common Stock | 22,600 | $0 | 22,600 | D |
Explanation of Responses: |
1. On June 25, 2021, CoStar Group, Inc. effected a 10-for-1 stock split. The number of shares reported throughout this Form 4 have been adjusted to reflect the stock split. |
2. Represents all shares of Common Stock owned, consisting of 101,411 shares of Common Stock and 109,940 shares of Common Stock subject to unvested Restricted Stock grants, 12,230 shares of Deferred Stock Units and 12,230 shares of unvested Restricted Stock Units. |
3. Shares forfeited from February 7, 2019 performance restricted stock grant upon certification of actual achievement of the performance goal by the Compensation Committee. |
4. Represents all shares of Common Stock owned, consisting of 101,411 shares of Common Stock and 102,799 shares of Common Stock subject to unvested Restricted Stock grants, 12,230 shares of Deferred Stock Units and 12,230 shares of unvested Restricted Stock Units. |
5. Represents all shares of Common Stock owned, consisting of 115,937 shares of Common Stock and 76,340 shares of Common Stock subject to unvested Restricted Stock grants, 12,230 shares of Deferred Stock Units and 12,230 shares of unvested Restricted Stock Units. |
6. Includes a grant of 21,500 shares of restricted common stock that vest in three equal installments on March 1, 2023, March 1, 2024 and March 1, 2025, and a grant of 23,040 shares of restricted common stock that vest based upon CoStar Group, Inc.'s achievement of a three-year performance goal. |
7. Represents all shares of Common Stock owned, consisting of 115,937 shares of Common Stock and 120,880 shares of Common Stock subject to unvested Restricted Stock grants, 12,230 shares of Deferred Stock Units and 12,230 shares of unvested Restricted Stock Units. |
8. The option vests in three equal installments on March 1, 2023, March 1, 2024 and March 1, 2025. |
Remarks: |
/s/ Jeannette Koonce, Attorney-in-Fact | 02/18/2022 | |
** 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 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. |