CarGurus, Inc. — Director's Dealing 2018

Aug 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CarGurus, Inc. (CARG)
CIK: 0001494259
Period of Report: 2018-08-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-22	Class A Common Stock	F	7335	$49.66	Disposed	67788	Direct
2018-08-22	Class A Common Stock	M	11000	—	Acquired	78788	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-22	Restricted Stock Units	$	M	11000	Disposed		Class B Common Stock (11000)	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: Such RSUs convert into shares of Class B common stock on a one-for-one basis.

F4: 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.

F5: 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. Any vested RSUs will settle within 60 days of the date of vesting.