CoStar (CSGP) Form 4 COSTAR / FRANK SIMURO ownership change

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^*

SIMURO FRANK

(Last) (First) (Middle)

C/O COSTAR GROUP, INC.

1331 L STREET NW

(Street)

WASHINGTON DC 20005

(City) (State) (Zip)

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)
Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
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	03/17/2023		M		10,320	A	$19.37	343,513(1)	D
Common Stock, par value $0.01 per share	03/17/2023		M		5,470	A	$18.28	348,983	D
Common Stock, par value $0.01 per share	03/17/2023		M		4,880	A	$20.49	353,863	D
Common Stock, par value $0.01 per share	03/17/2023		M		2,920	A	$34.21	356,783	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 (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	$19.37	03/17/2023		M			10,320	(2)	03/04/2025	Common Stock	10,320	$0	0	D
Option to Acquire Common Stock	$18.28	03/17/2023		M			5,470	(3)	03/10/2026	Common Stock	5,470	$0	0	D
Option to Acquire Common Stock	$20.49	03/17/2023		M			4,880	(4)	03/01/2027	Common Stock	4,880	$0	0	D
Option to Acquire Common Stock	$34.21	03/17/2023		M			2,920	(5)	02/27/2028	Common Stock	2,920	$0	22,420	D

Explanation of Responses:

1. Revised to deduct 4,384 shares previously withheld to cover taxes with respect to the vesting of the February 6, 2020 performance restricted stock grant that were inadvertently included in the Form 4 filed on behalf of the reporting person on February 16, 2023.

2. The option vested in three equal installments on March 5, 2016, March 5, 2017, and March 5, 2018.

3. The option vested in three equal installments on March 11, 2017, March 11, 2018, and March 11, 2019.

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

5. The option vested in three equal installments on February 28, 2019, February 28, 2020, and February 28, 2021.

Remarks:

	/s/ Michael Rosenthall, Attorney-in-Fact	03/21/2023
	** 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).
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