SEC Form 4 · accession 0001127602-18-022926
CarGurus, Inc. · CARG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Michael Caputo
Officer — Sr. VP, Product
Period of report
Jul 3, 2018
Accepted (ET)
Jul 6, 2018 · 4:36 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 | Jul 3, 2018 | F | 5,503 | $35.52 | D | 62,676 | D | |
| Class A Common StockF2 | Jul 3, 2018 | M | 8,252 | $0.00 | A | 70,928 | D | |
| Class A Common StockF4 | Jul 5, 2018 | S | 3,094 | $35.72 | D | 67,834 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6 | — | Jul 3, 2018 | M | 8,252 | D | — | — | Class B Common Stock | 8,252 | 82,492 | D |
| Class B Common StockF2,F7 | $0.00 | Jul 3, 2018 | M | 8,252 | D | — | — | Class A Common Stock | 8,252 | 0 | D |
Explanation of responses
- F1Shares withheld for payment of tax liability upon vesting of restricted stock units ("RSUs").
- F2Represents the conversion of Class B common stock into Class A common stock at the Reporting Person's election.
- F3This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.09 to $35.99 per share, inclusive. Information regarding the number of shares sold at each separate price will be made available from the Reporting Person upon request by the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer.
- F5Such RSUs convert into shares of Class B common stock on a one-for-one basis.
- F6On October 11, 2017, the Reporting Person was granted 132,000 RSUs convertible into shares of Class B common stock. The RSUs are subject to a liquidity-based vesting requirement, which was satisfied in connection with the Issuer's initial public offering, and a service-based vesting requirement. Subject to the Reporting Person's continued employment, 25% of the RSUs vested on January 4, 2018 and 6.25% of the RSUs vest (or have vested, as applicable) on the last day of each three-month period thereafter until January 4, 2021. Any vested RSUs will settle within 60 days of the date of vesting.
- F7Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder and has no expiration date.