SEC Form 3/A · accession 0001104659-17-062739

CarGurus, Inc. · CARG

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

This is an amendment (Form 3/A). It replaces an earlier filing for the same period.

Reporting owners

Langley Steinert

Officer — CEO, President & COB · Director · 10% Owner

Langley Steinert Irrevocable Family Trust dated June 21, 2004

10% Owner

Period of report

Oct 11, 2017

Accepted (ET)

Oct 18, 2017 · 2:10 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001494259

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock	holding	—	—	—	9,111,626	D
Class A Common Stock^F1	holding	—	—	—	1,042,768	I	See footnote
Class A Common Stock^F2	holding	—	—	—	10,368	I	See footnote
Class A Common Stock^F3	holding	—	—	—	10,368	I	See footnote
Class A Common Stock^F4	holding	—	—	—	10,368	I	See footnote
Class A Common Stock^F5	holding	—	—	—	10,368	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F6,F7	—	holding	—	—	—	—	—	Class A Common Stock	18,223,252	—	D
Series A Convertible Preferred Stock^F8	—	holding	—	—	—	—	—	Class A Common Stock	2,285,485	—	D
Series B Convertible Preferred Stock^F9	—	holding	—	—	—	—	—	Class A Common Stock	768,348	—	D
Series C Convertible Preferred Stock^F10	—	holding	—	—	—	—	—	Class A Common Stock	263,826	—	D
Class B Common Stock^F1,F6,F7	—	holding	—	—	—	—	—	Class A Common Stock	2,085,536	—	I
Class B Common Stock^F2,F6,F7	—	holding	—	—	—	—	—	Class A Common Stock	20,736	—	I
Class B Common Stock^F3,F6,F7	—	holding	—	—	—	—	—	Class A Common Stock	20,736	—	I
Class B Common Stock^F4,F6,F7	—	holding	—	—	—	—	—	Class A Common Stock	20,736	—	I
Class B Common Stock^F5,F6,F7	—	holding	—	—	—	—	—	Class A Common Stock	20,736	—	I

Explanation of responses

F1These shares are owned directly by The Langley Steinert Irrevocable Family Trust dated June 21, 2004, of which Langley Steinert's children are the beneficiaries. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.
F10At any time at the holder's election, each share of the Issuer's Series C convertible preferred stock (the "Series C Preferred") is convertible into shares of the Issuer's common stock, one third of which number of shares shall be Class A Common Stock and two thirds of which number of shares shall be Class B Common Stock, on a six-for-one basis without payment or consideration. Upon the closing of the IPO, each share of the Series C Preferred will automatically convert into shares of the Issuer's Class A Common Stock on a six-for-one basis without payment or consideration. The Series C Preferred has no expiration date.
F2These shares are owned directly by an irrevocable family trust, of which Langley Steinert's mother is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.
F3These shares are owned directly by an irrevocable family trust, of which Langley Steinert's brother is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.
F4These shares are owned directly by an irrevocable family trust, of which Langley Steinert's mother-in-law is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.
F5These shares are owned directly by an irrevocable family trust, of which Langley Steinert's brother is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.
F6Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the reporting person or automatically either upon the transfer of such share of Class B Common Stock, except for certain transfers described in the Issuer's amended and restated certificate of incorporation, or upon the date falling after the first to occur of the death of Langley Steinert, Langley Steinert's voluntary termination of all employment with the Issuer and service on the Issuer's board of directors or the sum of the number of shares of the Issuer's capital stock held by Langley Steinert, by any Family Member of Langley Steinert, and by any Permitted Entity of Langley Steinert
F7(as such terms are defined in the Issuer's amended and restated certificate of incorporation), assuming the exercise and settlement in full of all outstanding options and convertible securities and calculated on an as-converted to Class A Common Stock basis, being less than 9,091,484 shares.
F8At any time at the holder's election, each share of the Issuer's Series A convertible preferred stock (the "Series A Preferred") is convertible into shares of the Issuer's common stock, one third of which number of shares shall be Class A Common Stock and two thirds of which number of shares shall be Class B Common Stock, on a 6.0000023-for-one basis without payment or consideration. Upon the closing of the Issuer's initial public offering of its Class A Common Stock (the "IPO"), each share of the Series A Preferred will automatically convert into shares of the Issuer's Class A Common Stock on a 6.0000023-for-one basis without payment or consideration. The Series A Preferred has no expiration date.
F9At any time at the holder's election, each share of the Issuer's Series B convertible preferred stock (the "Series B Preferred") is convertible into shares of the Issuer's common stock, one third of which number of shares shall be Class A Common Stock and two thirds of which number of shares shall be Class B Common Stock, on a 6.0000015-for-one basis without payment or consideration. Upon the closing of the IPO, each share of the Series B Preferred will automatically convert into shares of the Issuer's Class A Common Stock on a 6.0000015-for-one basis without payment or consideration. The Series B Preferred has no expiration date.

Remarks

The holdings reported on this amended filing were previously reported on the Form 3 filed by the reporting persons on October 11, 2017 and have been included in this amendment for reference only. This amended filing is being made solely to amend footnotes 4, 6 and 7.