CarGurus, Inc. — Director's Dealing 2021

Jun 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CarGurus, Inc. (CARG)
CIK: 0001494259
Period of Report: 2021-06-02

Reporting Person: Parafestas Anastasios (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-02	Class A Common Stock	A	5504	—	Acquired	10978	Direct
2021-06-02	Class A Common Stock	S	10000	$27.36	Disposed	3237801	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	795589	Indirect
Class A Common Stock	24809	Indirect
Class A Common Stock	300000	Indirect

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 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: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Argonaut 22 LLC.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.05 to $27.75 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.

F4: The shares are owned directly by Argonaut 22 LLC. Spinnaker Capital LLC is the Managing Member of Argonaut 22 LLC and the Reporting Person, a director of the Issuer, is the Managing Member of Spinnaker Capital LLC. The Reporting Person is an indirect beneficial owner of the reported securities.

F5: The shares are owned directly by The RWS 2006 Family Trust. The Reporting Person, a director of the Issuer, is a co-trustee of The RWS 2006 Family Trust and may be deemed to be an indirect beneficial owner of the shares held by The RWS 2006 Family Trust. The Reporting Person expressly disclaims beneficial ownership of the shares held by The RWS 2006 Family Trust and this report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F6: The shares are owned directly by The NP 2003 Family Trust. The Reporting Person, a director of the Issuer, is a co-trustee of The NP 2003 Family Trust and may be deemed to be an indirect beneficial owner of the shares held by The NP 2003 Family Trust. The Reporting Person expressly disclaims beneficial ownership of the shares held by The NP 2003 Family Trust and this report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F7: The shares are owned directly by The Profesta Foundation, a family foundation, over which the Reporting Person, a director of the Issuer, is the Sole Trustee. The Reporting Person is an indirect beneficial owner of the reported securities.