CarGurus, Inc. — Director's Dealing 2019

Feb 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CarGurus, Inc. (CARG)
CIK: 0001494259
Period of Report: 2019-02-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-06	Class A Common Stock	A	43725	—	Acquired	117687	Direct
2019-02-06	Class A Common Stock	A	46457	—	Acquired	164144	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. Subject to the Reporting Person's continuous service as an employee of the Issuer, 6.25% of the RSUs will vest on April 1, 2019 and 6.25% of the RSUs will vest on the last day of each three-month period thereafter until January 1, 2023. Such vesting may be accelerated in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan).

F2: Represents shares issuable upon settlement of RSUs granted to the?Reporting?Person. Each RSU represents a contingent right to receive one share of?the?Issuer's Class A Common Stock. Subject to the?Reporting?Person's continuous service as an employee of the Issuer, 50% of the RSUs will vest on January 1, 2021 and the remaining 50% of the RSUs will vest on January 1, 2023. Such vesting may be accelerated in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan).