SEC Form 4/A · accession 0001127602-19-001872
CarGurus, Inc. · CARG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Sarah Amory Welch
Officer — Sr. VP, Consumer Marketing
Period of report
Nov 21, 2018
Accepted (ET)
Jan 11, 2019 · 4:14 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 | Nov 21, 2018 | F | 7,335 | $38.29 | D | 63,397 | D | |
| Class A Common StockF3 | Nov 21, 2018 | M | 11,000 | $0.00 | A | 74,397 | 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 UnitsF3,F4,F5 | — | Nov 21, 2018 | M | 11,000 | D | — | — | Class B Common Stock | 11,000 | 55,000 | D |
Explanation of responses
- F1Shares withheld for payment of tax liability upon vesting of restricted stock units ("RSUs").
- F2The original Form 4, filed on November 26, 2018, is being amended by this Form 4 amendment solely to correct an administrative error in which this transaction was inadvertently omitted.
- F3Each 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.
- F4Such RSUs convert into shares of Class B common stock on a one-for-one basis.
- F5On October 11, 2017, the Reporting Person was granted 176,000 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 (the "IPO"), and a service-based vesting requirement. Subject to the Reporting Person's continued employment, 25% of the RSUs vested on February 22, 2017 and 6.25% of the RSUs vest (or have vested, as applicable) on the last day of each three-month period thereafter until February 22, 2020. Any vested RSUs will settle within 60 days of the date of vesting.