Sec Form 4 Filing - Zales Samuel @ CarGurus, Inc. - 2020-12-11

Insider filing report for Changes in Beneficial Ownership
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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
Zales Samuel
2. Issuer Name and Ticker or Trading Symbol
CarGurus, Inc. [ CARG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
COO and President
(Last) (First) (Middle)
2 CANAL PARK, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/11/2020
(Street)
CAMBRIDGE, MA02141
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 12/11/2020 M( 1 ) 8,000 ( 2 ) A $ 0.16 257,512 D
Class A Common Stock 12/11/2020 S( 3 ) 1,800 D $ 27.6 ( 4 ) 255,712 D
Class A Common Stock 12/11/2020 S( 3 ) 6,200 D $ 28.16 ( 5 ) 249,512 D
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
Employee Stock Option (Right to Buy) $ 0.16 12/11/2020 M( 1 ) 8,000 ( 6 ) ( 7 ) 12/10/2024 Class B Common Stock 8,000 $ 0 259,564 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zales Samuel
2 CANAL PARK, 4TH FLOOR
CAMBRIDGE, MA02141
COO and President
Signatures
/s/ Kathleen Patton, as attorney-in-fact 12/15/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This stock option exercise was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
( 2 )Represents the conversion of Class B common stock into Class A common stock at the Reporting Person's election.
( 3 )This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
( 4 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.86 to $27.84 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.
( 5 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.86 to $28.41 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.
( 6 )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.
( 7 )This option is fully vested and exercisable.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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