SEC Form 4 · accession 0001127602-19-004625
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
Feb 5, 2019
Accepted (ET)
Feb 7, 2019 · 5:29 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 StockF2 | Feb 5, 2019 | S | 52,833 | $42.39 | D | 5,871,173 | D | |
| Class A Common StockF2,F4 | Feb 5, 2019 | S | 5,870 | $42.39 | D | 696,416 | I | See Footnote |
| Class A Common StockF5 | Feb 6, 2019 | S | 35,202 | $41.32 | D | 5,835,971 | D | |
| Class A Common StockF5,F4 | Feb 6, 2019 | S | 3,911 | $41.32 | D | 692,505 | I | See Footnote |
| Class A Common StockF6 | Feb 6, 2019 | S | 17,631 | $42.01 | D | 5,818,340 | D | |
| Class A Common StockF6,F4 | Feb 6, 2019 | S | 1,959 | $42.01 | D | 690,546 | I | See Footnote |
| Class A Common StockF7 | Feb 6, 2019 | A | 64,221 | $0.00 | A | 5,882,561 | D | |
| Class A Common StockF8 | Feb 7, 2019 | S | 38,968 | $39.33 | D | 5,843,593 | D | |
| Class A Common StockF8,F4 | Feb 7, 2019 | S | 4,330 | $39.33 | D | 686,216 | I | See Footnote |
| Class A Common StockF9 | Feb 7, 2019 | S | 13,865 | $40.28 | D | 5,829,728 | D | |
| Class A Common StockF9,F4 | Feb 7, 2019 | S | 1,540 | $40.28 | D | 684,676 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.80 to $42.69 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.
- F3This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by The Langley Steinert Irrevocable Family Trust dated June 21, 2004.
- F4These shares are owned directly by The Langley Steinert Irrevocable Family Trust dated June 21, 2004, of which the Reporting Person's children are the beneficiaries. The Reporting Person may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.82 to $41.81 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.82 to $42.33 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.
- F7Represents shares issuable upon settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. Subject to the Reporting Person's continuous service as an employee of the Issuer, 6.25% of the RSUs will vest on April 1, 2019 and 6.25% of the RSUs will vest on the last day of each three-month period thereafter until January 1, 2023. Such vesting may be accelerated in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan).
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.04 to $40.03 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.04 to $40.50 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.