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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 11.06 | 04/30/2012 | D | 1,355 | (3) | 01/08/2015 | Common Stock | 1,355 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 12.04 | 04/30/2012 | D | 13,126 | (4) | 02/05/2015 | Common Stock | 13,126 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 7.26 | 04/30/2012 | D | 94,792 | (5) | 02/12/2016 | Common Stock | 94,792 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 9.97 | 04/30/2012 | D | 46,042 | (6) | 02/10/2017 | Common Stock | 46,042 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 9.97 | 04/30/2012 | D | 255,000 | (7) | 02/10/2017 | Common Stock | 255,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Byrne Thomas P C/O LOOPNET, INC. 2100 E. ROUTE, SUITE 200 GLENDORA, CA 91740 |
President and COO | |||
| /s/ Maria T. Valles, as Attorney-in-Fact | 04/30/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Disposed of pursuant to a merger agreement, dated April 27, 2011, as amended, between the issuer, CoStar Group, Inc. ("Parent") and Lonestar Acquisition Sub, Inc. (the "Merger Agreement") in exchange for a unit consisting of (i) $16.50 in cash without interest and (ii) 0.03702 shares of the Parent Common Stock per share (the "Merger Consideration"). Of the total number of shares disposed, 32,500 restricted stock units outstanding and unvested as of the reporting date were fully accelerated and were cancelled in exchange for the Merger Consideration. |
| (2) | Disposed of pursuant to the Merger Agreement. The securities disposed were restricted stock units granted on February 11, 2010, that were subject to performance-based vesting, the conditions for which were not met as of the time of the merger. Pursuant to the Merger Agreement, the vesting of all such securities fully accelerated, and two thirds of such restricted stock units were cancelled in exchange for the Merger Consideration, and one third of such restricted stock units were cancelled in exchange for 10,813 shares of Parent common stock. |
| (3) | Disposed of pursuant to the Merger Agreement. This option provided for a vesting of 1/48th per month beginning on February 9, 2008. Pursuant to the Merger Agreement, to the extent unvested, the vesting of the option was fully accelerated, and the options were cancelled in the merger in exchange for the Merger Consideration, less the exercise price of the option. |
| (4) | Disposed of pursuant to the Merger Agreement. This option provided for a vesting of 1/48th per month beginning on March 6, 2008. Pursuant to the Merger Agreement, to the extent unvested, the vesting of the option was fully accelerated, and the options were cancelled in the merger in exchange for the Merger Consideration, less the exercise price of the option. |
| (5) | Disposed of pursuant to the Merger Agreement. This option provided for a vesting of 1/48th per month beginning on March 13, 2009. Pursuant to the Merger Agreement, to the extent unvested, the vesting of the option was fully accelerated, and the options were cancelled in the merger in exchange for the Merger Consideration, less the exercise price of the option. |
| (6) | Disposed of pursuant to the Merger Agreement. This option provided for a vesting of 1/48th per month beginning on March 11, 2010. Pursuant to the Merger Agreement, to the extent unvested, the vesting of the option was fully accelerated, and the options were cancelled in the merger in exchange for the Merger Consideration, less the exercise price of the option. |
| (7) | Disposed of pursuant to the Merger Agreement. This option was granted on February 11, 2010, and was subject to performance-based vesting, the conditions for which were not met as of the time of the merger. Pursuant to the Merger Agreement, the vesting of all such options fully accelerated, and two thirds of such options were cancelled in exchange for the Merger Consideration, less the exercise price of the option, and one third of such options were cancelled in exchange for 10,995 shares of Parent common stock. |