CarGurus, Inc. — Director's Dealing 2021

Jan 27, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CarGurus, Inc. (CARG)
CIK: 0001494259
Period of Report: 2021-01-18

Reporting Person: Fredo Scot Christopher (CFO and Treasurer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	33883	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0		Class B Common Stock (448)		Direct

Footnotes

F1: The total reported in column 2 includes 18,303 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, such RSUs will vest as follows: (i) 6.25% of the 1,800 RSUs initially granted to the Reporting Person will vest on each of February 4, 2021 and May 4, 2021; (ii) 6.25% of the 3,500 RSUs initially granted to the Reporting Person will vest on April 1, 2021 and every quarter thereafter until January 1, 2022; (iii) 6.25% of the 8,300 RSUs initially granted to the Reporting Person will vest on April 1, 2021 and every quarter thereafter until January 1, 2022; (iv) 6.25% of the 7,023 RSUs initially granted to the Reporting Person will vest on April 1, 2021 and every quarter thereafter until January 1, 2023; (v) 6.25% of the 2,541 RSUs initially granted to the Reporting Person will vest on April 1, 2021 and every quarter thereafter until January 1, 2023; and (vi) 6.25% of the 13,794 RSUs initially granted to the Reporting Person will vest on April 1, 2021 and every quarter thereafter until January 1, 2024.

F2: 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.