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^*

SIMURO FRANK

(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)
04/18/2022

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)
	Chief Technology Officer

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	276,602⁽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⁾	03/10/2023	Common Stock	35,220	$10.22	D
Option to Acquire Common Stock	⁽³⁾	03/04/2025	Common Stock	10,320	$19.37	D
Option to Acquire Common Stock	03/11/2019	03/10/2026	Common Stock	5,470	$18.28	D
Option to Acquire Common Stock	03/31/2020	03/01/2027	Common Stock	4,880	$20.49	D
Option to Acquire Common Stock	⁽⁴⁾	02/27/2028	Common Stock	25,340	$34.21	D
Option to Acquire Common Stock	⁽⁵⁾	02/06/2029	Common Stock	38,000	$39.82	D
Option to Acquire Common Stock	⁽⁶⁾	02/05/2030	Common Stock	33,000	$66.65	D
Option to Acquire Common Stock	⁽⁷⁾	02/17/2031	Common Stock	17,000	$91.98	D
Option to Acquire Common Stock	⁽⁸⁾	02/15/2032	Common Stock	22,600	$67.29	D

Explanation of Responses:

1. Represents all shares of Common Stock owned, consisting of 116,510 shares of Common Stock and 110,150 shares of Common Stock subject to unvested Restricted Stock grants, 24,971 shares of Deferred Stock Units and 24,971 shares of unvested Restricted Stock Units.

2. The option, representing a right to purchase 125,220 shares, became exercisable as to 45,000 shares on March 11, 2014, 45,000 shares on March 11, 2015, and 35,220 shares on March 11, 2016.

3. The option became exercisable in equal installments on March 5, 2017 and March 5, 2018.

4. The option, representing a right to purchase 76,000 shares, became exercisable as to 25,330 shares on February 28, 2019, 25,330 shares on February 28, 2020, and 25,340 shares on February 28, 2021.

5. The option, representing a right to purchase 38,000 shares, became exercisable as to 12,660 shares on February 15, 2020, 12,670 shares on February 15, 2021, and 12,670 shares on February 15, 2022.

6. The option, representing a right to purchase 33,000 shares, became exercisable as to 11,000 shares on February 15, 2021 and 11,000 shares on February 15, 2022, and becomes exercisable as to 11,000 shares on February 15, 2023.

7. The option, representing a right to purchase 17,000 shares, became exercisable as to 5,660 shares on March 1, 2022, and becomes exercisable as to 5,670 shares on March 1, 2023 and 5,670 shares on March 1, 2024.

8. The option, representing a right to purchase 22,600 shares, becomes exercisable as to 7,533 shares on March 1, 2023, 7,533 shares on March 1, 2024, and 7,534 shares on March 1, 2025.

Remarks:

	/s/ Michael Rosenthall, Attorney-in-Fact	04/28/2022
	** 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 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.