Scott T. Wheeler - Mar 15, 2022 Form 4 Insider Report for COSTAR GROUP, INC. (CSGP)

Role: Chief Financial Officer
Signature: /s/ Jeannette Koonce, Attorney-in-Fact
Stock symbol: CSGP
Transactions as of: Mar 15, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/17/2022, 05:34 PM
Previous filing: Mar 3, 2022
Next filing: Feb 15, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CSGP	Common Stock, par value $0.01 per share	Award		+29.3K	+10.05%		321K	Mar 15, 2022	Direct	F1, F2
transaction	CSGP	Common Stock, par value $0.01 per share	Gift	$0	-1.13K	-0.35%	$0.00	320K	Mar 4, 2022	Direct	F3
transaction	CSGP	Common Stock, par value $0.01 per share	Gift	$0	+550	+75.34%	$0.00	1.28K	Mar 4, 2022	By Abraham James Wheeler Trust	F4
transaction	CSGP	Common Stock, par value $0.01 per share	Gift	$0	+550	+75.34%	$0.00	1.28K	Mar 4, 2022	By Anna Karin Wheeler Trust	F5
transaction	CSGP	Common Stock, par value $0.01 per share	Gift	$0	+34	+5.27%	$0.00	679	Mar 4, 2022	By Jacob Paul Wheeler Trust	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the Management Stock Purchase Plan, all or a portion of the reporting person's annual cash incentive amount was converted to Deferred Stock Units (each equivalent to one share of common stock) at $57.84 per unit, and the Company awarded the reporting person Restricted Stock Units that vest in full after four years for an equal number of shares of common stock.
F2	Represents all shares of Common Stock owned, consisting of 70,771 shares of Common Stock and 162,870 shares of Common Stock subject to unvested Restricted Stock grants, 43,517 shares of Deferred Stock Units and 43,517 shares of unvested Restricted Stock Units.
F3	Represents all shares of Common Stock owned, consisting of 69,637 shares of Common Stock and 162,870 shares of Common Stock subject to unvested Restricted Stock grants, 43,517 shares of Deferred Stock Units and 43,517 shares of unvested Restricted Stock Units.
F4	Of the shares gifted by the reporting person on March 4, 2022, 550 were irrevocably gifted to the Abraham James Wheeler Trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.
F5	Of the shares gifted by the reporting person on March 4, 2022, 550 were irrevocably gifted to the Anna Karin Wheeler Trust for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.
F6	Of the shares gifted by the reporting person on March 4, 2022, 34 were irrevocably gifted to the Jacob Paul Wheeler Trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.