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: Steinert Langley (Director, CEO, President and Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-16	Class A Common Stock	C	3317659	—	Acquired	12429285	Direct
2017-10-16	Class A Common Stock	S	3378084	$14.88	Disposed	9051201	Direct
2017-10-16	Class A Common Stock	S	3110	$14.88	Disposed	7258	Indirect
2017-10-16	Class A Common Stock	S	3110	$14.88	Disposed	7258	Indirect
2017-10-16	Class A Common Stock	S	3110	$14.88	Disposed	7258	Indirect
2017-10-16	Class A Common Stock	S	3110	$14.88	Disposed	7258	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-16	Series A Convertible Preferred Stock	$	C	380914	Disposed		Class A Common Stock (2285485)	Direct
2017-10-16	Series B Convertible Preferred Stock	$	C	128058	Disposed		Class A Common Stock (768348)	Direct
2017-10-16	Series C Convertible Preferred Stock	$	C	43971	Disposed		Class A Common Stock (263826)	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: These shares are owned directly by an irrevocable family trust, of which Langley Steinert's mother is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.

F3: These shares are owned directly by an irrevocable family trust, of which Langley Steinert's brother is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.

F4: These shares are owned directly by an irrevocable family trust, of which Langley Steinert's mother-in-law is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.

F5: These shares are owned directly by an irrevocable family trust, of which Langley Steinert's brother is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.