CarGurus, Inc. — Director's Dealing 2018

Jun 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CarGurus, Inc. (CARG)
CIK: 0001494259
Period of Report: 2018-05-31

Reporting Person: Trevisan Jason (CFO and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-31	Class A Common Stock	M	23084	$0.00	Acquired	315784	Direct
2018-05-31	Class A Common Stock	F	15392	$33.16	Disposed	300392	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-31	Restricted Stock Units	$	M	23084	Disposed		Class B Common Stock (23084)	Direct
2018-05-31	Class B Common Stock	$0.00	M	23084	Acquired		Class A Common Stock (23084)	Direct
2018-05-31	Class B Common Stock	$0.00	M	23084	Disposed		Class A Common Stock (23084)	Direct

Footnotes

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

F2: Shares withheld for payment of tax liability upon vesting of restricted stock units ("RSUs").

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

F4: On October 11, 2017, the Reporting Person was granted 363,524 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 August 31, 2016 and 6.25% of the RSUs vest (or have vested, as applicable) on the last day of each three-month period thereafter until August 31, 2019. Any vested RSUs will settle within 60 days of the date of vesting.

F5: 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.