SEC Form 4 · accession 0001104659-17-062796

CarGurus, Inc. · CARG

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

Reporting owner

Langley Steinert

Officer — CEO, President and Chairman · Director · 10% Owner

Period of report

Oct 16, 2017

Accepted (ET)

Oct 18, 2017 · 7:25 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	Oct 16, 2017	C	3,317,659	—	A	12,429,285	D
Class A Common Stock	Oct 16, 2017	S	3,378,084	$14.88	D	9,051,201	D
Class A Common Stock^F2	Oct 16, 2017	S	3,110	$14.88	D	7,258	I	See Footnote
Class A Common Stock^F3	Oct 16, 2017	S	3,110	$14.88	D	7,258	I	See Footnote
Class A Common Stock^F4	Oct 16, 2017	S	3,110	$14.88	D	7,258	I	See Footnote
Class A Common Stock^F5	Oct 16, 2017	S	3,110	$14.88	D	7,258	I	See Footnote

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^F1	—	Oct 16, 2017	C	380,914	D	—	—	Class A Common Stock	2,285,485	D
Series B Convertible Preferred Stock^F1	—	Oct 16, 2017	C	128,058	D	—	—	Class A Common Stock	768,348	D
Series C Convertible Preferred Stock^F1	—	Oct 16, 2017	C	43,971	D	—	—	Class A Common Stock	263,826	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.
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.