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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Wheeler Scott T (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 Financial Officer
	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) 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	02/15/2022		F		10,508	D	$65.99	259,862(1)	D
Common Stock, par value $0.01 per share	02/16/2022		D		10,202(2)	D	$0	249,660(3)	D
Common Stock, par value $0.01 per share	02/16/2022		F		18,255	D	$67.69	231,405(4)	D
Common Stock, par value $0.01 per share	02/16/2022		A		64,660(5)	A	$0	296,065(6)	D
Common Stock, par value $0.01 per share								730	I	By Abraham James Wheeler Trust
Common Stock, par value $0.01 per share								645	I	By Jacob Paul Wheeler Trust
Common Stock, par value $0.01 per share								730	I	By Anna Karin Wheeler Trust

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	$67.29	02/16/2022		A		32,900		(7)	02/15/2032	Common Stock	32,900	$0	32,900	D

Explanation of Responses:

1. Represents all shares of Common Stock owned, consisting of 46,232 shares of Common Stock and 155,870 shares of Common Stock subject to unvested Restricted Stock grants, 28,880 shares of Deferred Stock Units and 28,880 shares of unvested Restricted Stock Units.

2. Shares forfeited from February 7, 2019 performance restricted stock grant upon certification of actual achievement of the performance goal by the Compensation Committee.

3. Represents all shares of Common Stock owned, consisting of 46,232 shares of Common Stock and 145,668 shares of Common Stock subject to unvested Restricted Stock grants, 28,880 shares of Deferred Stock Units and 28,880 shares of unvested Restricted Stock Units.

4. Represents all shares of Common Stock owned, consisting of 65,775 shares of Common Stock and 107,870 shares of Common Stock subject to unvested Restricted Stock grants, 28,880 shares of Deferred Stock Units and 28,880 shares of unvested Restricted Stock Units.

5. Includes a grant of 31,300 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 33,360 shares of restricted common stock that vest based upon CoStar Group, Inc.'s achievement of a three-year performance goal.

6. Represents all shares of Common Stock owned, consisting of 65,775 shares of Common Stock and 172,530 shares of Common Stock subject to unvested Restricted Stock grants, 28,880 shares of Deferred Stock Units and 28,880 shares of unvested Restricted Stock Units.

7. 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).
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