SEC Form 4 · accession 0000899243-18-010145
CarGurus, Inc. · CARG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason Trevisan
Officer — CFO and Treasurer
Period of report
Apr 11, 2018
Accepted (ET)
Apr 13, 2018 · 6:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001494259
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Apr 11, 2018 | M | 225,036 | $0.00 | A | 275,036 | D | |
| Class A Common StockF2,F3 | Apr 11, 2018 | M | 112,518 | — | A | 456,798 | D | |
| Class A Common StockF4 | Apr 11, 2018 | F | 147,098 | $38.06 | D | 309,700 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6 | — | Apr 11, 2018 | M | 225,036 | D | — | — | Class B Common Stock | 225,036 | 138,488 | D |
| Class B Common StockF7 | $0.00 | Apr 11, 2018 | M | 225,036 | A | — | — | Class A Common Stock | 225,036 | 225,036 | D |
| Class B Common StockF1,F7 | $0.00 | Apr 11, 2018 | M | 225,036 | D | — | — | Class A Common Stock | 225,036 | 0 | D |
| Restricted Stock UnitsF3,F8 | — | Apr 11, 2018 | M | 112,518 | D | — | — | Class A Common Stock | 112,518 | 0 | D |
Explanation of responses
- F1Represents the conversion of Class B common stock into Class A common stock at the Reporting Person's election.
- F2The reported transaction represents the conversion of restricted stock units ("RSUs") into shares of Class A common stock. The Reporting Person has previously reported the October 11, 2017 award of RSUs convertible into shares of Class A common stock in Table II of Form 4. The total reported in Column 5 includes the 116,119 previously reported unvested RSUs convertible into shares of Class A common stock and 340,679 shares of Class A common stock.
- F3Such RSUs convert into shares of Class A common stock on a one-for-one basis.
- F4Shares withheld for payment of tax liability upon vesting of RSUs.
- F5Such RSUs convert into shares of Class B common stock on a one-for-one basis.
- F6On October 11, 2017, the Reporting Person was granted 363,524 RSUs convertible into shares of Class B common stock. The RSUs are subject to a liquidity-based vesting requirement, which was satisfied in connection with the Issuer's initial public offering (the "IPO"), and a service-based vesting requirement. Subject to the Reporting Person's continued employment, 25% of the RSUs vested on August 31, 2016 and 6.25% of the RSUs vest (or have vested, as applicable) on the last day of each three-month period thereafter until August 31, 2019. Currently vested RSUs settled 180 days after the date the liquidity-based vesting requirement was satisfied (April 11, 2018). Thereafter, any vested RSUs will settle within 60 days of the date of vesting.
- F7Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder and has no expiration date.
- F8On October 11, 2017, the Reporting Person was granted 181,762 RSUs convertible into shares of Class A common stock. The RSUs are subject to a liquidity-based vesting requirement, which was satisfied in connection with the IPO, and a service-based vesting requirement. Subject to the Reporting Person's continued employment, 25% of the RSUs vested on August 31, 2016 and 6.25% of the RSUs vest (or have vested, as applicable) on the last day of each three-month period thereafter until August 31, 2019. Currently vested RSUs settled 180 days after the date the liquidity-based vesting requirement was satisfied (April 11, 2018). Thereafter, any vested RSUs will settle within 60 days of the date of vesting. The Reporting Person has elected to report the remaining unvested 69,244 shares of Class A common stock underlying this RSU on Table I on subsequent reports (see footnote 2).