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: GC Holdings Investors LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-16	Class A Common Stock	C	3858091	—	Acquired	3858091	Direct
2017-10-16	Class A Common Stock	S	385000	$14.88	Disposed	3473091	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-16	Series A Convertible Preferred Stock	$	C	262218	Disposed		Class A Common Stock (1573309)	Direct
2017-10-16	Series B Convertible Preferred Stock	$	C	277136	Disposed		Class A Common Stock (1662816)	Direct
2017-10-16	Series C Convertible Preferred Stock	$	C	103661	Disposed		Class A Common Stock (621966)	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 reporting person is the direct beneficial owner of the shares. Anastasios Parafestas, a director of the Issuer, has sole voting and investment power over the shares and is an indirect beneficial owner of the shares.