CarGurus, Inc. — Director's Dealing 2018

Mar 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CarGurus, Inc. (CARG)
CIK: 0001494259
Period of Report: 2018-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-28	Class A Common Stock	A	58333	$0.00	Acquired	9109534	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1042768	Indirect

Footnotes

F1: Represents shares issuable upon settlement of restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. Subject to the reporting person's continuous service as an employee of the Issuer, 6.25% of the RSUs will vest on April 1, 2018 and 6.25% of the RSUs will vest on the last day of each three-month period thereafter until January 1, 2022. Such vesting may be accelerated in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan).

F2: These shares are owned directly by The Langley Steinert Irrevocable Family Trust dated June 21, 2004, of which Langley Steinert's children are the beneficiaries. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.