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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/18/2022 |
3. Issuer Name and Ticker or Trading Symbol
COSTAR GROUP, INC. [ CSGP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
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. |