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: Welch Sarah Amory (Sr. VP, Consumer Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-11	Class A Common Stock	M	88000	$0.00	Acquired	108000	Direct
2018-04-11	Class A Common Stock	M	44000	—	Acquired	196000	Direct
2018-04-11	Class A Common Stock	F	55486	$38.06	Disposed	140514	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-11	Restricted Stock Units	$	M	88000	Disposed		Class B Common Stock (88000)	Direct
2018-04-11	Class B Common Stock	$0.00	M	88000	Acquired		Class A Common Stock (88000)	Direct
2018-04-11	Class B Common Stock	$0.00	M	88000	Disposed		Class A Common Stock (88000)	Direct
2018-04-11	Restricted Stock Units	$	M	44000	Disposed		Class A Common Stock (44000)	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 62,750 previously reported unvested RSUs convertible into shares of Class A common stock and 133,250 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 176,000 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 February 22, 2017 and 6.25% of the RSUs vest (or have vested, as applicable) on the last day of each three-month period thereafter until February 22, 2020. 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 88,000 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 February 22, 2017 and 6.25% of the RSUs vest (or have vested, as applicable) on the last day of each three-month period thereafter until February 22, 2020. 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 44,000 shares of Class A common stock underlying this RSU on Table I on subsequent reports (see footnote 2).