SEC Form 4 · accession 0001104659-17-062773

CarGurus, Inc. · CARG

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

Reporting owner

Anastasios Parafestas

Director · 10% Owner

Period of report

Oct 16, 2017

Accepted (ET)

Oct 18, 2017 · 4:47 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,F2	Oct 16, 2017	C	15,231,219	—	A	15,231,219	I	See Footnote
Class A Common Stock^F2	Oct 16, 2017	S	1,523,000	$14.88	D	13,708,219	I	See Footnote
Class A Common Stock^F1,F3	Oct 16, 2017	C	4,584,007	—	A	4,584,007	I	See Footnote
Class A Common Stock^F3	Oct 16, 2017	S	458,000	$14.88	D	4,126,007	I	See Footnote
Class A Common Stock^F1,F4	Oct 16, 2017	C	3,858,091	—	A	3,858,091	I	See Footnote
Class A Common Stock^F4	Oct 16, 2017	S	385,000	$14.88	D	3,473,091	I	See Footnote
Class A Common Stock^F1,F5	Oct 16, 2017	C	3,015,414	—	A	3,015,414	I	See Footnote
Class A Common Stock	holding	—	—		—	100,000	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A Convertible Preferred Stock^F2,F1	—	Oct 16, 2017	C	793,741	D	—	—	Class A Common Stock	4,762,447	I
Series B Convertible Preferred Stock^F2,F1	—	Oct 16, 2017	C	791,643	D	—	—	Class A Common Stock	4,749,859	I
Series C Convertible Preferred Stock^F2,F1	—	Oct 16, 2017	C	953,152	D	—	—	Class A Common Stock	5,718,912	I
Series A Convertible Preferred Stock^F3,F1	—	Oct 16, 2017	C	262,218	D	—	—	Class A Common Stock	1,573,309	I
Series B Convertible Preferred Stock^F3,F1	—	Oct 16, 2017	C	267,481	D	—	—	Class A Common Stock	1,604,886	I
Series C Convertible Preferred Stock^F3,F1	—	Oct 16, 2017	C	234,302	D	—	—	Class A Common Stock	1,405,812	I
Series A Convertible Preferred Stock^F4,F1	—	Oct 16, 2017	C	262,218	D	—	—	Class A Common Stock	1,573,309	I
Series B Convertible Preferred Stock^F4,F1	—	Oct 16, 2017	C	277,136	D	—	—	Class A Common Stock	1,662,816	I
Series C Convertible Preferred Stock^F4,F1	—	Oct 16, 2017	C	103,661	D	—	—	Class A Common Stock	621,966	I
Series A Convertible Preferred Stock^F5,F1	—	Oct 16, 2017	C	170,087	D	—	—	Class A Common Stock	1,020,522	I
Series B Convertible Preferred Stock^F5,F1	—	Oct 16, 2017	C	292,144	D	—	—	Class A Common Stock	1,752,864	I
Series C Convertible Preferred Stock^F5,F1	—	Oct 16, 2017	C	40,338	D	—	—	Class A Common Stock	242,028	I

Explanation of responses

F1Each share of the Issuer's Series A Convertible Preferred Stock converted into 6.0000023 shares of the Issuer's Class A Common Stock upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-220495) under the Securities Act of 1933, as amended (the "IPO"), and had no expiration date. Each share of the Issuer's Series B Convertible Preferred Stock converted into 6.0000015 shares of the Issuer's Class A Common Stock upon closing of the IPO and had no expiration date. Each share of the Issuer's Series C Convertible Preferred Stock converted into 6 shares of the Issuer's Class A Common Stock upon closing of the IPO and had no expiration date.
F2The shares are owned directly by Argonaut 22 LLC. Spinnaker Capital LLC is the Managing Member of Argonaut 22 LLC and Anastasios Parafestas, a director of the Issuer, is the Managing Member of Spinnaker Capital LLC. Anastasios Parafestas and Spinnaker Capital are indirect beneficial owners of the reported securities.
F3The shares are owned directly by Promerica Capital LLC. Anastasios Parafestas has sole voting and investment power with respect to the shares held by Promerica Capital LLC and is an indirect beneficial owner of such shares.
F4The shares are owned directly by GC Holdings Investors LLC. Anastasios Parafestas has sole voting and investment power with respect to the shares held by GC Holdings Investors LLC and is an indirect beneficial owner of such shares.
F5The shares are owned directly by The RWS 2006 Family Trust. Anastasios Parafestas is a co-trustee of The RWS 2006 Family Trust and may be deemed to be an indirect beneficial owner of the shares held by The RWS 2006 Family Trust. Anastasios Parafestas expressly disclaims beneficial ownership of the shares held by The RWS 2006 Family Trust.