Form Type: 4

SEC EDGAR Link
Acccession Number:0001127602-20-005352
Date:2020-02-11
Issuer: CARGURUS, INC. (CARG)
Original Submission Date:

Reporting Person:

ZALES SAMUEL
2 CANAL PARK, 4TH FLOOR
CAMBRIDGE, MA 02141

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2020-02-11 M 18,000 a $0.16 185,388 direct
CLASS A COMMON STOCK 2020-02-11 S 18,000 d $33.10 167,388 direct
CLASS A COMMON STOCK 2020-02-12 A 99,812 a $0.00 267,200 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 0.16 2020-02-11 deemed execution date M 18,000 (d) 2024-12-10 class b common stock 18,000 $0.16 317,564 direct
Footnotes
IDfootnote
f1 this stock option exercise was effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person.
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 $32.63 to $33.47 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 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, 2020 and 6.25% of the rsus will vest on the last day of each three-month period thereafter until january 1, 2024. such vesting may be accelerated in connection with a change of control (as defined in the issuer's omnibus incentive compensation plan).
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 this option is fully vested and exercisable.

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