CarGurus, Inc. — Director's Dealing 2017

Oct 11, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Zales Samuel (Chief Operating Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$0.16	2024-12-10	Class A Common Stock (257782)		Direct
Employee Stock Option (Right to Buy)	$0.16	2024-12-10	Class B Common Stock (515564)		Direct

Footnotes

F1: This option was granted on December 11, 2014 and is currently vested and exercisable with respect to 174,950 shares of Class A Common Stock underlying the option. 16,566 shares of Class A common stock subject to the option will vest and become exercisable on each of November 3, 2017, May 3, 2018, August 3, 2018, and November 3, 2018 and 16,568 shares of Class A common stock subject to the option will vest and become exercisable on February 3, 2018.

F2: This option was granted on December 11, 2014 and is currently vested and exercisable with respect to 349,900 shares of Class B Common Stock underlying the option. 33,132 shares of Class B common stock subject to the option vested will vest and become exercisable on each of November 3, 2017, May 3, 2018, August 3, 2018, and November 3, 2018 and 33,136 of Class B common stock subject to the option will vest and become exercisable on February 3, 2018.

F3: 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"), 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 transfers described in the Issuer's amended and restated certificate of incorporation effective upon such closing, 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, by any Family Member of Langley Steinert, and by any Permitted Entity of Langley Steinert

F4: (as such terms are defined in the Issuer's amended and restated certificate of incorporation), 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.