CarGurus, Inc. — Director's Dealing 2021

Feb 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CarGurus, Inc. (CARG)
CIK: 0001494259
Period of Report: 2021-02-04

Reporting Person: Fredo Scot Christopher (CFO and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-04	Class A Common Stock	F	117	$32.77	Disposed	33766	Direct
2021-02-04	Class A Common Stock	M	224	—	Acquired	33990	Direct
2021-02-05	Class A Common Stock	S	182	$33.88	Disposed	33808	Direct
2021-02-05	Class A Common Stock	S	37	$34.44	Disposed	33771	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-04	Restricted Stock Units	$0	M	224	Disposed		Class B Common Stock (224)	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: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.15 to $34.03 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.15 to $34.70 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.

F6: 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.

F7: On May 4, 2017, the Reporting Person was granted 3,600 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 May 4, 2018 and 6.25% of the RSUs vest (or have vested, as applicable) on the last day of each three-month period thereafter until May 4, 2021. Any vested RSUs will settle within 60 days of the date of vesting.