SEC Form 4 · accession 0001104659-17-062778
CarGurus, Inc. · CARG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
RWS 2006 Family Trust
10% Owner
Period of report
Oct 16, 2017
Accepted (ET)
Oct 18, 2017 · 4:50 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,F2 | Oct 16, 2017 | C | 3,015,414 | — | A | 3,015,414 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF2,F1 | — | Oct 16, 2017 | C | 170,087 | D | — | — | Class A Common Stock | 1,020,522 | 0 | D |
| Series B Convertible Preferred StockF2,F1 | — | Oct 16, 2017 | C | 292,144 | D | — | — | Class A Common Stock | 1,752,864 | 0 | D |
| Series C Convertible Preferred StockF2,F1 | — | Oct 16, 2017 | C | 40,338 | D | — | — | Class A Common Stock | 242,028 | 0 | D |
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 RWS 2006 Family Trust is a direct beneficial owner of the shares. Anastasios Parafestas, a director of the Issuer, is a co-trustee of the trust and may be deemed to be an indirect beneficial owner of the shares. Anastasios Parafestas expressly disclaims beneficial ownership of the shares held by The RWS 2006 Family Trust.