SEC Form 4/A · accession 0001104659-17-062742
CarGurus, Inc. · CARG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Thomas Michael Caputo
Officer — Senior Vice President, Product
Period of report
Oct 11, 2017
Accepted (ET)
Oct 18, 2017 · 2:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001494259
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F2 | — | Oct 11, 2017 | A | 66,000 | A | — | — | Class A Common Stock | 66,000 | 66,000 | D |
| Restricted Stock UnitF3,F4,F5 | — | Oct 11, 2017 | A | 132,000 | A | — | — | Class B Common Stock | 132,000 | 132,000 | D |
Explanation of responses
- F1The restricted stock units ("RSUs") granted to the reporting person are subject to a liquidity-based vesting requirement, which was satisfied upon effectiveness of the Issuer's Registration Statement on Form S-1 (Form 333-220495) (the "Registration Statement") for the registration of its Class A Common Stock in its initial public offering (the "IPO"), and a service-based vesting requirement. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. Subject to the reporting person's continued employment, 25% of the RSUs vest on January 4, 2018 and 6.25% of the RSUs vest on the last day of each three month period thereafter until January 4, 2021. The RSUs are also subject to certain acceleration of vesting provisions in connection with the occurrence of a transaction (as defined in the Issuer's Amended and Restated 2015 Equity Incentive Plan (the "2015 Plan")).
- F2Currently vested RSUs will settle 180 days after the date the liquidity-based vesting requirement was satisfied. Thereafter, any vested RSUs will settle within 60 days of the date of vesting.
- F3The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which was satisfied upon effectiveness of the Registration Statement for the registration of its Class A Common Stock in its IPO, and a service-based vesting requirement. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued employment, 25% of the RSUs vest on January 4, 2018 and 6.25% of the RSUs vest on the last day of each three month period thereafter until January 4, 2021. The RSUs are also subject to certain acceleration of vesting provisions in connection with the occurrence of a transaction (as defined in the 2015 Plan). Currently vested RSUs will settle 180 days after the date the liquidity-based vesting requirement was satisfied. Thereafter, any vested RSUs will settle within 60 days of the date of vesting.
- F4Each 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 events described in the Issuer's amended and restated certificate of incorporation (the "Certificate"), 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 (as such terms are defined in the Certificate),
- F5assuming 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.
Remarks
The transactions reported on this amended filing were previously reported on the Form 4 filed by the reporting person on October 13, 2017 and have been included in this amendment for reference only. This amended filing is being made solely to amend footnotes 4 and 5.