Form Type: 4

SEC EDGAR Link
Accession Number:0001127602-20-005361
Date:2020-02-12
Issuer: CARGURUS, INC. (CARG)
Original Submission Date:

Reporting Person:

STEINERT LANGLEY
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 2020-02-12 A 66,541 a $0.00 1,805,893 direct
CLASS A COMMON STOCK 2020-02-12 S 24,010 d $34.30 1,781,883 direct
CLASS A COMMON STOCK 2020-02-12 S 1,975 d $34.30 278,514 indirect f5
CLASS A COMMON STOCK 2020-02-13 S 22,162 d $34.47 1,759,721 direct
CLASS A COMMON STOCK 2020-02-13 S 3,914 d $35.01 1,755,807 direct
CLASS A COMMON STOCK 2020-02-13 S 1,823 d $34.47 276,691 indirect f5
CLASS A COMMON STOCK 2020-02-13 S 322 d $35.01 276,369 indirect f5
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
Footnotes
IDfootnote
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 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).
f2 this sale was effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person.
f3 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $33.62 to $34.61 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 this sale was effected pursuant to a rule 10b5-1 trading plan adopted by the langley steinert irrevocable family trust dated june 21, 2004.
f5 these shares are owned directly by the langley steinert irrevocable family trust dated june 21, 2004, of which the reporting person's children are the beneficiaries. the reporting person may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.
f6 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $33.92 to $34.91 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.
f7 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $34.92 to $35.07 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.

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