CarGurus, Inc. — Director's Dealing 2022

Feb 11, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CarGurus, Inc. (CARG)
CIK: 0001494259
Period of Report: 2022-02-08

Reporting Person: Trevisan Jason (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-08	Class A Common Stock	F	13849	$34.88	Disposed	588399	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	80000	Indirect

Footnotes

F1: Shares withheld for payment of tax liability upon vesting of restricted stock units ("RSUs").

F2: The Reporting Person previously reported a prior award of performance-based RSUs in Table II of the Form 4 filed by the Reporting Person on February 12, 2021 (the "Prior Form 4"). These awards were amended by the Compensation Committee of the Issuer's Board of Directors on February 8, 2022 to revise the vesting terms thereunder from performance-based to time-based and therefore are being moved to Table I, consistent with prior grants of time-based RSUs by the Issuer to the Reporting Person. The total reported in Column 5 of this Form 4 includes the 126,368 time-based RSUs previously reported as performance-based RSUs in Table II of the Prior Form 4. Each such 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 vested on each of April 1, 2021, July 1, 2021, October 1, 2021 and January 1, 2022, and 6.25% of the RSUs will vest on the last day of each three-month period thereafter until January 1, 2025. Such vesting may be accelerated in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan).

F3: These shares are held directly by the Trevisan 2021 Grantor Retained Annuity Trust dated March 12, 2021 (the "GRAT"), of which the Reporting Person is trustee. The Reporting Person's children are the beneficiaries of the GRAT.