SEC Form 4 · accession 0001127602-19-001637
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
Jan 4, 2019
Accepted (ET)
Jan 8, 2019 · 4:48 pm EST
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 | Jan 4, 2019 | F | 3,773 | $33.19 | D | 59,631 | D | |
| Class A Common StockF2 | Jan 4, 2019 | M | 8,252 | $33.19 | A | 67,883 | 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 UnitsF2,F3,F4 | — | Jan 4, 2019 | M | 8,252 | D | — | — | Class B Common Stock | 8,252 | 65,988 | D |
Explanation of responses
- F1Shares withheld for payment of tax liability upon vesting of restricted stock units ("RSUs").
- F2Each 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.
- F3Such RSUs convert into shares of Class B common stock on a one-for-one basis.
- F4On 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.