CarGurus, Inc. — Director's Dealing 2017

Oct 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CarGurus, Inc. (CARG)
CIK: 0001494259
Period of Report: 2017-10-11

Reporting Person: Trevisan Jason (CFO and Treasurer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-11	Restricted Stock Units	$	A	181762	Acquired		Class A Common Stock (181762)	Direct
2017-10-11	Restricted Stock Units	$	A	363524	Acquired		Class B Common Stock (363524)	Direct

Footnotes

F1: The restricted stock units ("RSUs") granted to the reporting person are subject to a liquidity-based vesting requirement, which was satisfied upon effectiveness of the Issuer's Registration Statement on Form S-1 (Form 333-220495) (the "Registration Statement") for the registration of its Class A Common Stock in its initial public offering (the "IPO"), and a service-based vesting requirement. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. Subject to the reporting person's continued employment, 25% of such RSUs vested on August 31, 2016 and 6.25% of such RSUs have vested or will vest on the last day of each three month period thereafter until August 31, 2019.

F2: The RSUs are also subject to certain acceleration of vesting provisions in connection with the occurrence of a transaction (as defined in the Issuer's Amended and Restated 2015 Equity Incentive Plan (the "2015 Plan")) and termination of the reporting person's employment with the Issuer. Currently vested RSUs will settle 180 days after the date the liquidity-based vesting requirement was satisfied. Thereafter, any vested RSUs will settle within 60 days of the date of vesting.

F3: The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which was satisfied upon effectiveness of the Registration Statement for the registration of its Class A Common Stock in its IPO, and a service-based vesting requirement. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued employment, 25% of such RSUs vested on August 31, 2016 and 6.25% of such RSUs have vested or will vest on the last day of each three month period thereafter until August 31, 2019.

F4: The RSUs are also subject to certain acceleration of vesting provisions in connection with the occurrence of a transaction (as defined in the 2015 Plan) and termination of the reporting person's employment with the Issuer. Currently vested RSUs will settle 180 days after the date the liquidity-based vesting requirement was satisfied. Thereafter, any vested RSUs will settle within 60 days of the date of vesting.

F5: Upon the closing of the IPO, each share of Class B Common Stock will be convertible into one share of Class A Common Stock at the option of the reporting person or automatically upon the transfer of such share of Class B Common Stock, except for certain events described in the Issuer's amended and restated certificate of incorporation then in effect (the "Certificate"), and upon the date falling after the first to occur of the death of the reporting person's voluntary termination of all employment with the Issuer and service on the Issuer's board of directors or the sum of the number of shares of the Issuer's capital stock held by Langley Steinert,

F6: by any Family Member of Langley Steinert, and by any Permitted Entity of Langley Steinert (as such terms are defined in the Certificate), assuming the exercise and settlement in full of all outstanding options and convertible securities and calculated on an as-converted to Class A Common Stock basis, being less than 9,091,484.