CarGurus, Inc. — Director's Dealing 2018

Jul 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CarGurus, Inc. (CARG)
CIK: 0001494259
Period of Report: 2018-07-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-03	Class A Common Stock	F	5503	$35.52	Disposed	62676	Direct
2018-07-03	Class A Common Stock	M	8252	—	Acquired	70928	Direct
2018-07-05	Class A Common Stock	S	3094	$35.72	Disposed	67834	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-03	Restricted Stock Units	$	M	8252	Disposed		Class B Common Stock (8252)	Direct
2018-07-03	Class B Common Stock	$0	M	8252	Disposed		Class A Common Stock (8252)	Direct

Footnotes

F1: Shares withheld for payment of tax liability upon vesting of restricted stock units ("RSUs").

F2: Represents the conversion of Class B common stock into Class A common stock at the Reporting Person's election.

F3: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.09 to $35.99 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.

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, 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. 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.