FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Wheeler Scott T 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
(Last)         (First)         (Middle)
C/O COSTAR GROUP, INC., 1331 L STREET NW
3. Date of Earliest Transaction (MM/DD/YYYY)
8/4/2020
(Street)
WASHINGTON, DC 20005
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  8/4/2020    M    4700  A $204.91  33664 (1) D   
Common Stock, par value $0.01 per share  8/4/2020    M    3600  A $342.13  37264 (2) D   
Common Stock, par value $0.01 per share  8/4/2020    S    12002  D $826.71 (3) 25262 (4) D   
Common Stock, par value $0.01 per share  8/4/2020    G   V 108  D $0  25154 (5) D   
Common Stock, par value $0.01 per share  8/4/2020    G   V 36  A $0  36  I  By Abraham James Wheeler Trust (6)
Common Stock, par value $0.01 per share  8/4/2020    G   V 36  A $0  36  I  By Jacob Paul Wheeler Trust (7)
Common Stock, par value $0.01 per share  8/4/2020    G   V 36  A $0  36  I  By Anna Karin Wheeler Trust (8)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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  $204.91  8/4/2020    M        4700    (9) 3/1/2027  Common Stock  4700.0  $0  0  D   
Option to Acquire Common Stock  $342.13  8/4/2020    M        3600    (10) 2/27/2028  Common Stock  3600.0  $0  3600  D   

Explanation of Responses:
(1)  Represents all shares of Common Stock owned, consisting of 9,458 shares of Common Stock, 20,028 shares of Common Stock subject to unvested Restricted Stock grants, 2,089 shares of Deferred Stock Units and 2,089 shares of unvested Restricted Stock Units.
(2)  Represents all shares of Common Stock owned, consisting of 13,058 shares of Common Stock, 20,028 shares of Common Stock subject to unvested Restricted Stock grants, 2,089 shares of Deferred Stock Units and 2,089 shares of unvested Restricted Stock Units.
(3)  Average based on sales prices ranging from $818.35 to $836.24.
(4)  Represents all shares of Common Stock owned, consisting of 1,056 shares of Common Stock, 20,028 shares of Common Stock subject to unvested Restricted Stock grants, 2,089 shares of Deferred Stock Units and 2,089 shares of unvested Restricted Stock Units.
(5)  Represents all shares of Common Stock owned, consisting of 948 shares of Common Stock, 20,028 shares of Common Stock subject to unvested Restricted Stock grants, 2,089 shares of Deferred Stock Units and 2,089 shares of unvested Restricted Stock Units.
(6)  Of the shares gifted by reporting person on August 4, 2020, 36 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.
(7)  Of the shares gifted by reporting person on August 4, 2020, 36 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.
(8)  Of the shares gifted by reporting person on August 4, 2020, 36 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.
(9)  The option vested in three equal installments on March 2, 2018, March 2, 2019 and March 2, 2020.
(10)  The option vests in three equal installments on February 28, 2019, February 29, 2020 and February 28, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wheeler Scott T
C/O COSTAR GROUP, INC.
1331 L STREET NW
WASHINGTON, DC 20005


Chief Financial Officer

Signatures
/s/ Jeannette Koonce, Attorney-in-Fact 8/5/2020
**Signature of Reporting Person Date