CarGurus, Inc. — Director's Dealing 2018

Apr 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CarGurus, Inc. (CARG)
CIK: 0001494259
Period of Report: 2018-04-11

Reporting Person: Caputo Thomas Michael (Sr. VP, Product)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-11	Class A Common Stock	M	41256	$0.00	Acquired	61256	Direct
2018-04-11	Class A Common Stock	M	20628	—	Acquired	127256	Direct
2018-04-11	Class A Common Stock	F	24925	$38.06	Disposed	102331	Direct
2018-04-12	Class A Common Stock	S	6850	$33.89	Disposed	95481	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-11	Restricted Stock Units	$	M	41256	Disposed		Class B Common Stock (41256)	Direct
2018-04-11	Class B Common Stock	$0.00	M	41256	Acquired		Class A Common Stock (41256)	Direct
2018-04-11	Class B Common Stock	$0.00	M	41256	Disposed		Class A Common Stock (41256)	Direct
2018-04-11	Restricted Stock Units	$	M	20628	Disposed		Class A Common Stock (20628)	Direct

Footnotes

F1: Represents the conversion of Class B common stock into Class A common stock at the Reporting Person's election.

F2: The reported transaction represents the conversion of restricted stock units ("RSUs") into shares of Class A common stock. The Reporting Person has previously reported the October 11, 2017 award of RSUs convertible into shares of Class A common stock in Table II of Form 4. The total reported in Column 5 includes the 64,122 previously reported unvested RSUs convertible into shares of Class A common stock and 63,134 shares of Class A common stock.

F3: Such RSUs convert into shares of Class A common stock on a one-for-one basis.

F4: Shares withheld for payment of tax liability upon vesting of RSUs.

F5: Such RSUs convert into shares of Class B common stock on a one-for-one basis.

F6: On October 11, 2017, the Reporting Person was granted 132,000 RSUs convertible into shares of Class B common stock. The RSUs are subject to a liquidity-based vesting requirement, which was satisfied in connection with the Issuer's initial public offering (the "IPO"), and a service-based vesting requirement. Subject to the Reporting Person's continued employment, 25% of the RSUs vested on January 4, 2018 and 6.25% of the RSUs vest (or have vested, as applicable) on the last day of each three-month period thereafter until January 4, 2021. Currently vested RSUs settled 180 days after the date the liquidity-based vesting requirement was satisfied (April 11, 2018). Thereafter, any vested RSUs will settle within 60 days of the date of vesting.

F7: Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder and has no expiration date.

F8: On October 11, 2017, the Reporting Person was granted 66,000 RSUs convertible into shares of Class A common stock. The RSUs are subject to a liquidity-based vesting requirement, which was satisfied in connection with the IPO, and a service-based vesting requirement. Subject to the Reporting Person's continued employment, 25% of the RSUs vested on January 4, 2018 and 6.25% of the RSUs vest (or have vested, as applicable) on the last day of each three-month period thereafter until January 4, 2021. Currently vested RSUs settled 180 days after the date the liquidity-based vesting requirement was satisfied (April 11, 2018). Thereafter, any vested RSUs will settle within 60 days of the date of vesting. The Reporting Person has elected to report the remaining unvested 45,372 shares of Class A common stock underlying this RSU on Table I on subsequent reports (see footnote 2).

F9: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.41 to $34.35 per share, inclusive. Information regarding the number of shares sold at each separate price will be made available from the Reporting Person upon request by the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer.