SEC Form 4 · accession 0000899243-18-014694

CarGurus, Inc. · CARG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — CFO and Treasurer

Period of report

May 31, 2018

Accepted (ET)

Jun 1, 2018 · 5:00 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 Stock^F1	May 31, 2018	M	23,084	$0.00	A	315,784	D
Class A Common Stock^F2	May 31, 2018	F	15,392	$33.16	D	300,392	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F3,F4	—	May 31, 2018	M	23,084	D	—	—	Class B Common Stock	23,084	115,404	D
Class B Common Stock^F5	$0.00	May 31, 2018	M	23,084	A	—	—	Class A Common Stock	23,084	23,084	D
Class B Common Stock^F1,F5	$0.00	May 31, 2018	M	23,084	D	—	—	Class A Common Stock	23,084	0	D

F1Represents the conversion of Class B common stock into Class A common stock at the Reporting Person's election.
F2Shares withheld for payment of tax liability upon vesting of restricted stock units ("RSUs").
F3Such RSUs convert into shares of Class B common stock on a one-for-one basis.
F4On 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, 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. Any vested RSUs will settle within 60 days of the date of vesting.
F5Each 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.