Form Type: 4

SEC EDGAR Link
Acccession Number:0001127602-20-013115
Date:2020-03-17
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 2020-03-17 C 334,801 a $0.00 1,862,077 direct
CLASS A COMMON STOCK 2020-04-01 F 3,471 d $17.19 1,834,594 direct
CLASS A COMMON STOCK 0 $0.00 255,602 indirect f3
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
CLASS B COMMON STOCK 0.0 2020-03-17 deemed execution date C 334,801 (d) class a common stock 334,801 $0.00 17,888,451 direct
Footnotes
IDfootnote
f1 represents the conversion of class b common stock into class a common stock at the reporting person's election.
f2 shares withheld for payment of tax liability upon vesting of restricted stock units.
f3 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.
f4 each share of class b common stock has no expiration date and is convertible into one share of class a common stock at the option of the reporting person or automatically either upon the transfer of such share of class b common stock, except for certain transfers described in the issuer's amended and restated certificate of incorporation, or upon the date falling after the first to occur of the death of langley steinert, langley steinert's voluntary termination of all employment with the issuer and service on the issuer's board of directors or the sum of the number of shares of the issuer's capital stock held by langley steinert, by any family member of langley steinert, and by any permitted entity of langley steinert (as such terms are defined in the issuer's amended and restated certificate of incorporation), assuming the exercise and settlement in full of all outstanding options and convertible securities and calculated on an as-converted to class a common stock basis, being less than 9,091,484 shares.

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