CarGurus, Inc. — Director's Dealing 2017

Oct 18, 2017

SEC Form 3/A — Form 3/A

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

Reporting Person: Parafestas Anastasios (Director, 10% Owner)
Reporting Person: RWS 2006 Family Trust (10% Owner)
Reporting Person: Spinnaker Capital LLC (10% Owner)
Reporting Person: GC Holdings Investors LLC (10% Owner)
Reporting Person: Promerica Capital LLC (10% Owner)
Reporting Person: Argonaut 22 LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	100000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (200000)		Direct
Series A Convertible Preferred Stock	$		Class A Common Stock (4762448)		Indirect
Series B Convertible Preferred Stock	$		Class A Common Stock (4749859)		Indirect
Series C Convertible Preferred Stock	$		Class A Common Stock (5718912)		Indirect
Series A Convertible Preferred Stock	$		Class A Common Stock (1573309)		Indirect
Series B Convertible Preferred Stock	$		Class A Common Stock (1604886)		Indirect
Series C Convertible Preferred Stock	$		Class A Common Stock (1405812)		Indirect
Series A Convertible Preferred Stock	$		Class A Common Stock (1573309)		Indirect
Series B Convertible Preferred Stock	$		Class A Common Stock (1662816)		Indirect
Series C Convertible Preferred Stock	$		Class A Common Stock (621966)		Indirect
Series A Convertible Preferred Stock	$		Class A Common Stock (1020522)		Indirect
Series B Convertible Preferred Stock	$		Class A Common Stock (1752864)		Indirect
Series C Convertible Preferred Stock	$		Class A Common Stock (242028)		Indirect

Footnotes

F1: Each share of Class B Common Stock is 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, or upon the date falling after the first to occur of the death of Langley Steinert, Langley Steinert'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,

F2: and by any Permitted Entity of Langley Steinert (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 shares.

F3: At any time at the holder's election, each share of the Issuer's Series A convertible preferred stock (the "Series A Preferred") is convertible into shares of the Issuer's common stock, one third of which number of shares shall be Class A Common Stock and two thirds of which number of shares shall be Class B Common Stock, on a 6.0000023-for-one basis without payment or consideration. Upon the closing of the Issuer's initial public offering of its Class A Common Stock (the "IPO"), each share of the Series A Preferred will automatically convert into shares of the Issuer's Class A Common Stock on a 6.0000023-for-one basis without payment or consideration. The Series A Preferred has no expiration date.

F4: At any time at the holder's election, each share of the Issuer's Series B convertible preferred stock (the "Series B Preferred") is convertible into shares of the Issuer's common stock, one third of which number of shares shall be Class A Common Stock and two thirds of which number of shares shall be Class B Common Stock, on a 6.0000015-for-one basis without payment or consideration. Upon the closing of the IPO, each share of the Series B Preferred will automatically convert into shares of the Issuer's Class A Common Stock on a 6.0000015-for-one basis without payment or consideration. The Series B Preferred has no expiration date.

F5: At any time at the holder's election, each share of the Issuer's Series C convertible preferred stock (the "Series C Preferred") is convertible into shares of the Issuer's common stock, one third of which number of shares shall be Class A Common Stock and two thirds of which number of shares shall be Class B Common Stock, on a six-for-one basis without payment or consideration. Upon the closing of the IPO, each share of the Series C Preferred will automatically convert into shares of the Issuer's Class A Common Stock on a six-for-one basis without payment or consideration. The Series C Preferred has no expiration date.

F6: These shares are owned directly by Argonaut 22 LLC. Spinnaker Capital LLC is the Managing Member of Argonaut 22 LLC and Anastasios Parafestas is the Managing Member of Spinnaker Capital LLC. Anastasios Parafestas and Spinnaker Capital are indirect beneficial owners of the reported securities.

F7: These shares are owned directly by Promerica Capital LLC. Anastasios Parafestas has sole voting and investment power with respect to such shares and is an indirect beneficial owner of the reported securities.

F8: These shares are owned directly by GC Holdings Investors LLC. Anastasios Parafestas has sole voting and investment power with respect to such shares and is an indirect beneficial owner of the reported securities.

F9: The RWS 2006 Family Trust is a direct beneficial owner of the shares. Anastasios Parafestas, a director of the Issuer, is a co-trustee of the trust and may be deemed to be an indirect beneficial owner of the shares. Anastasios Parafestas expressly disclaims beneficial ownership of the shares held by The RWS 2006 Family Trust.