SEC Form 4 · accession 0000899243-18-010152
CarGurus, Inc. · CARG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Michael Caputo
Officer — Sr. VP, Product
Period of report
Apr 11, 2018
Accepted (ET)
Apr 13, 2018 · 6:33 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 | 41,256 | $0.00 | A | 61,256 | D | |
| Class A Common StockF2,F3 | Apr 11, 2018 | M | 20,628 | — | A | 127,256 | D | |
| Class A Common StockF4 | Apr 11, 2018 | F | 24,925 | $38.06 | D | 102,331 | D | |
| Class A Common StockF10 | Apr 12, 2018 | S | 6,850 | $33.89 | D | 95,481 | 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 | 41,256 | D | — | — | Class B Common Stock | 41,256 | 90,744 | D |
| Class B Common StockF7 | $0.00 | Apr 11, 2018 | M | 41,256 | A | — | — | Class A Common Stock | 41,256 | 41,256 | D |
| Class B Common StockF1,F7 | $0.00 | Apr 11, 2018 | M | 41,256 | D | — | — | Class A Common Stock | 41,256 | 0 | D |
| Restricted Stock UnitsF3,F8 | — | Apr 11, 2018 | M | 20,628 | D | — | — | Class A Common Stock | 20,628 | 0 | D |
Explanation of responses
- F1Represents the conversion of Class B common stock into Class A common stock at the Reporting Person's election.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.41 to $34.35 per share, inclusive. Information regarding the number of shares sold at each separate price will be made available from the Reporting Person upon request by the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer.
- 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 64,122 previously reported unvested RSUs convertible into shares of Class A common stock and 63,134 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 132,000 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 January 4, 2018 and 6.25% of the RSUs vest (or have vested, as applicable) on the last day of each three-month period thereafter until January 4, 2021. 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 66,000 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 January 4, 2018 and 6.25% of the RSUs vest (or have vested, as applicable) on the last day of each three-month period thereafter until January 4, 2021. 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 45,372 shares of Class A common stock underlying this RSU on Table I on subsequent reports (see footnote 2).
- F9This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.