Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CoStar Group, Inc.
Common Stock, $0.01 par value
22160N109
December 31, 2011
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see Instructions).
| 1 |
NAME OF REPORTING PERSON Daruma Asset Management, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 13-3831899 |
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] |
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| 3 | SEC USE ONLY |
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION New York |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER 0 |
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| 6 |
SHARED VOTING POWER 343,530 |
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| 7 |
SOLE DISPOSITIVE POWER 0 |
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| 8 |
SHARED DISPOSITIVE POWER 864,170 |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 864,170 |
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| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.41% |
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| 12 |
TYPE OF REPORTING PERSON IA |
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| 1 |
NAME OF REPORTING PERSON Mariko O. Gordon I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) N/A |
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] |
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| 3 | SEC USE ONLY |
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION USA |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER 0 |
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| 6 |
SHARED VOTING POWER 343,530 |
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| 7 |
SOLE DISPOSITIVE POWER 0 |
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| 8 |
SHARED DISPOSITIVE POWER 864,170 |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 864,170 |
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| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.41% |
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| 12 |
TYPE OF REPORTING PERSON IN, HC |
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| ITEM 1(a). | NAME OF ISSUER: | |
| CoStar Group, Inc. | ||
| ITEM 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: | |
| 1331 L Street, NW Washington, DC 20005 |
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| ITEM 2(a). | NAME OF PERSON FILING: | |
| Daruma Asset Management, Inc. Mariko O. Gordon |
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| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: | |
| 80 West 40th Street 9th Floor New York, NY 10018 |
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| ITEM 2(c). | CITIZENSHIP: | |
| Daruma Asset Management, Inc. - New York Mariko O. Gordon - USA |
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| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: | |
| Common Stock, $0.01 par value | ||
| ITEM 2(e). | CUSIP NUMBER: | |
| 22160N109 | ||
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: | |
| (a) | [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); | |
| (b) | [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
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| (e) | [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | |
| (f) | [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | |
| (g) | [X] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | |
| (h) | [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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| (i) | [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | [ ] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); | |
| (k) |
[ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: |
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| ITEM 4. | OWNERSHIP: | |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||
| (a) | Amount beneficially owned: | |
| Daruma Asset Management, Inc. - 864,170 Mariko O. Gordon 864,170 |
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| (b) | Percent of class: | |
| Daruma Asset Management, Inc. - 3.41% Mariko O. Gordon 3.41% |
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| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: | ||
| Daruma Asset Management, Inc. - 0 Mariko O. Gordon 0 |
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| (ii) Shared power to vote or to direct the vote: | ||
| Daruma Asset Management, Inc. - 343,530 Mariko O. Gordon 343,530 |
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| (iii) Sole power to dispose or to direct the disposition of: | ||
| Daruma Asset Management, Inc. - 0 Mariko O. Gordon 0 |
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| (iv) Shared power to dispose or to direct the disposition of: | ||
| Daruma Asset Management, Inc. - 864,170 Mariko O. Gordon 864,170 |
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| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. | ||
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: | |
| The 864,170 shares beneficially owned by Daruma Asset Management, Inc. and Mariko O. Gordon are held in the accounts of private investment vehicles and managed accounts advised by Daruma Asset Management, Inc. | ||
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: | |
| N/A | ||
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: | |
| N/A | ||
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: | |
| N/A | ||
| ITEM 10. | CERTIFICATION: | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||
| February 14, 2012 |
| Date |
| Daruma Asset Management, Inc. |
| /s/ Veronica T. Stork |
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| Signature |
| Veronica T. Stork, Chief Compliance Officer |
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| Name/Title |
| February 14, 2012 |
| Date |
| Mariko O. Gordon |
| /s/ Mariko O. Gordon |
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| Signature |
| Mariko O. Gordon, CFA, Chief Executive Officer |
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| Name/Title |