CarGurus, Inc. — Director's Dealing 2019

May 9, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CarGurus, Inc. (CARG)
CIK: 0001494259
Period of Report: 2019-05-07

Reporting Person: Smith Ian G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-07	Class A Common Stock	A	3745	—	Acquired	109433	Direct

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 the Issuer's Class A common stock (the "Common Stock"). Subject to the Reporting Person's continuous service as a director of the Issuer, 100% of the RSUs will vest on the first anniversary of the grant date. Such vesting may be accelerated in connection with a Change in Control (as defined in the Issuer's Omnibus Incentive Compensation Plan).

F2: The Reporting Person is a managing director of Allen & Company LLC ("Allen"). On December 4, 2018, for no consideration, Allen distributed shares of the Issuer's Common Stock to all of its members on a pro-rata basis, including 13,148 shares of the Issuer's Common Stock to the Reporting Person. The aforementioned distribution was made in accordance with the exemption afforded by Rule 16a-9 of the Securities Exchange Act of 1934, as amended.