Sec Form 4 Filing - Parafestas Anastasios @ CarGurus, Inc. - 2017-10-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Parafestas Anastasios 2. Issuer Name and Ticker or Trading Symbol CarGurus, Inc. [ CARG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE JOY STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/16/2017 (Street) BOSTON, MA02108 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 100,000 D Class A Common Stock 10/16/2017 C 15,231,219 A 15,231,219 I See Footnote ( 2 ) Class A Common Stock 10/16/2017 S 1,523,000 D $ 14.88 13,708,219 I See Footnote ( 2 ) Class A Common Stock 10/16/2017 C 4,584,007 A 4,584,007 I See Footnote ( 3 ) Class A Common Stock 10/16/2017 S 458,000 D $ 14.88 4,126,007 I See Footnote ( 3 ) Class A Common Stock 10/16/2017 C 3,858,091 A 3,858,091 I See Footnote ( 4 ) Class A Common Stock 10/16/2017 S 385,000 D $ 14.88 3,473,091 I See Footnote ( 4 ) Class A Common Stock 10/16/2017 C 3,015,414 A 3,015,414 I See Footnote ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock ( 1 ) 10/16/2017 C 793,741 ( 1 ) ( 1 ) Class A Common Stock 4,762,447 $ 0 0 I See Footnote ( 2 ) Series B Convertible Preferred Stock ( 1 ) 10/16/2017 C 791,643 ( 1 ) ( 1 ) Class A Common Stock 4,749,859 $ 0 0 I See Footnote ( 2 ) Series C Convertible Preferred Stock ( 1 ) 10/16/2017 C 953,152 ( 1 ) ( 1 ) Class A Common Stock 5,718,912 $ 0 0 I See Footnote ( 2 ) Series A Convertible Preferred Stock ( 1 ) 10/16/2017 C 262,218 ( 1 ) ( 1 ) Class A Common Stock 1,573,309 $ 0 0 I See Footnote ( 3 ) Series B Convertible Preferred Stock ( 1 ) 10/16/2017 C 267,481 ( 1 ) ( 1 ) Class A Common Stock 1,604,886 $ 0 0 I See Footnote ( 3 ) Series C Convertible Preferred Stock ( 1 ) 10/16/2017 C 234,302 ( 1 ) ( 1 ) Class A Common Stock 1,405,812 $ 0 0 I See Footnote ( 3 ) Series A Convertible Preferred Stock ( 1 ) 10/16/2017 C 262,218 ( 1 ) ( 1 ) Class A Common Stock 1,573,309 $ 0 0 I See Footnote ( 4 ) Series B Convertible Preferred Stock ( 1 ) 10/16/2017 C 277,136 ( 1 ) ( 1 ) Class A Common Stock 1,662,816 $ 0 0 I See Footnote ( 4 ) Series C Convertible Preferred Stock ( 1 ) 10/16/2017 C 103,661 ( 1 ) ( 1 ) Class A Common Stock 621,966 $ 0 0 I See Footnote ( 4 ) Series A Convertible Preferred Stock ( 1 ) 10/16/2017 C 170,087 ( 1 ) ( 1 ) Class A Common Stock 1,020,522 $ 0 0 I See Footnote ( 5 ) Series B Convertible Preferred Stock ( 1 ) 10/16/2017 C 292,144 ( 1 ) ( 1 ) Class A Common Stock 1,752,864 $ 0 0 I See Footnote ( 5 ) Series C Convertible Preferred Stock ( 1 ) 10/16/2017 C 40,338 ( 1 ) ( 1 ) Class A Common Stock 242,028 $ 0 0 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Parafestas Anastasios ONE JOY STREET BOSTON, MA02108 X X Signatures /s/ Anastasios Parafestas 10/18/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the Issuer's Series A Convertible Preferred Stock converted into 6.0000023 shares of the Issuer's Class A Common Stock upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-220495) under the Securities Act of 1933, as amended (the "IPO"), and had no expiration date. Each share of the Issuer's Series B Convertible Preferred Stock converted into 6.0000015 shares of the Issuer's Class A Common Stock upon closing of the IPO and had no expiration date. Each share of the Issuer's Series C Convertible Preferred Stock converted into 6 shares of the Issuer's Class A Common Stock upon closing of the IPO and had no expiration date. ( 2 )The shares are owned directly by Argonaut 22 LLC. Spinnaker Capital LLC is the Managing Member of Argonaut 22 LLC and Anastasios Parafestas, a director of the Issuer, is the Managing Member of Spinnaker Capital LLC. Anastasios Parafestas and Spinnaker Capital are indirect beneficial owners of the reported securities. ( 3 )The shares are owned directly by Promerica Capital LLC. Anastasios Parafestas has sole voting and investment power with respect to the shares held by Promerica Capital LLC and is an indirect beneficial owner of such shares. ( 4 )The shares are owned directly by GC Holdings Investors LLC. Anastasios Parafestas has sole voting and investment power with respect to the shares held by GC Holdings Investors LLC and is an indirect beneficial owner of such shares. ( 5 )The shares are owned directly by The RWS 2006 Family Trust. Anastasios Parafestas is a co-trustee of The RWS 2006 Family Trust and may be deemed to be an indirect beneficial owner of the shares held by The RWS 2006 Family Trust. Anastasios Parafestas expressly disclaims beneficial ownership of the shares held by The RWS 2006 Family Trust.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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