CarGurus, Inc. — Director's Dealing 2017

Oct 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CarGurus, Inc. (CARG)
CIK: 0001494259
Period of Report: 2017-10-16

Reporting Person: Parafestas Anastasios (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-16	Class A Common Stock	C	15231219	—	Acquired	15231219	Indirect
2017-10-16	Class A Common Stock	S	1523000	$14.88	Disposed	13708219	Indirect
2017-10-16	Class A Common Stock	C	4584007	—	Acquired	4584007	Indirect
2017-10-16	Class A Common Stock	S	458000	$14.88	Disposed	4126007	Indirect
2017-10-16	Class A Common Stock	C	3858091	—	Acquired	3858091	Indirect
2017-10-16	Class A Common Stock	S	385000	$14.88	Disposed	3473091	Indirect
2017-10-16	Class A Common Stock	C	3015414	—	Acquired	3015414	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-16	Series A Convertible Preferred Stock	$	C	793741	Disposed		Class A Common Stock (4762447)	Indirect
2017-10-16	Series B Convertible Preferred Stock	$	C	791643	Disposed		Class A Common Stock (4749859)	Indirect
2017-10-16	Series C Convertible Preferred Stock	$	C	953152	Disposed		Class A Common Stock (5718912)	Indirect
2017-10-16	Series A Convertible Preferred Stock	$	C	262218	Disposed		Class A Common Stock (1573309)	Indirect
2017-10-16	Series B Convertible Preferred Stock	$	C	267481	Disposed		Class A Common Stock (1604886)	Indirect
2017-10-16	Series C Convertible Preferred Stock	$	C	234302	Disposed		Class A Common Stock (1405812)	Indirect
2017-10-16	Series A Convertible Preferred Stock	$	C	262218	Disposed		Class A Common Stock (1573309)	Indirect
2017-10-16	Series B Convertible Preferred Stock	$	C	277136	Disposed		Class A Common Stock (1662816)	Indirect
2017-10-16	Series C Convertible Preferred Stock	$	C	103661	Disposed		Class A Common Stock (621966)	Indirect
2017-10-16	Series A Convertible Preferred Stock	$	C	170087	Disposed		Class A Common Stock (1020522)	Indirect
2017-10-16	Series B Convertible Preferred Stock	$	C	292144	Disposed		Class A Common Stock (1752864)	Indirect
2017-10-16	Series C Convertible Preferred Stock	$	C	40338	Disposed		Class A Common Stock (242028)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	100000	Direct

Footnotes

F1: Each 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.

F2: The shares are owned directly by Argonaut 22 LLC. Spinnaker Capital LLC is the Managing Member of Argonaut 22 LLC and Anastasios Parafestas, a director of the Issuer, is the Managing Member of Spinnaker Capital LLC. Anastasios Parafestas and Spinnaker Capital are indirect beneficial owners of the reported securities.

F3: The shares are owned directly by Promerica Capital LLC. Anastasios Parafestas has sole voting and investment power with respect to the shares held by Promerica Capital LLC and is an indirect beneficial owner of such shares.

F4: The shares are owned directly by GC Holdings Investors LLC. Anastasios Parafestas has sole voting and investment power with respect to the shares held by GC Holdings Investors LLC and is an indirect beneficial owner of such shares.

F5: The shares are owned directly by The RWS 2006 Family Trust. Anastasios Parafestas is a co-trustee of The RWS 2006 Family Trust and may be deemed to be an indirect beneficial owner of the shares held by The RWS 2006 Family Trust. Anastasios Parafestas expressly disclaims beneficial ownership of the shares held by The RWS 2006 Family Trust.