Sec Form 4 Filing - Welch Sarah Amory @ CarGurus, Inc. - 2021-02-10

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
Welch Sarah Amory
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)
Chief Marketing Officer
(Last) (First) (Middle)
2 CANAL PARK, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2021
(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 02/10/2021 A 17,551 ( 1 ) A $ 0 256,153 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
Stock Option $ 35.61 02/10/2021 A 18,253 ( 2 ) 02/10/2031 Class A Common Stock 18,253 $ 0 18,253 D
Performance-Based Restricted Stock Units $ 0 02/10/2021 A 8,775 ( 3 ) ( 4 ) ( 4 ) Class A Common Stock 8,775 ( 3 ) $ 0 8,775 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Welch Sarah Amory
2 CANAL PARK, 4TH FLOOR
CAMBRIDGE, MA02141
Chief Marketing Officer
Signatures
/s/ Kathleen Patton, as attorney-in-fact 02/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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, 2021 and 6.25% of the RSUs will vest on the last day of each three-month period thereafter until January 1, 2025. Such vesting may be accelerated in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan (the "2017 Plan")).
( 2 )Subject to the Reporting Person's continuous service as an employee of the Issuer, 6.25% of the shares underlying the stock option will vest on April 1, 2021 and 6.25% of the shares underlying the stock option will vest on the last day of each three-month period thereafter until January 1, 2025. Such vesting may be accelerated in connection with a Change of Control (as defined in the 2017 Plan).
( 3 )Each performance-based RSU ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock, based on the Issuer's total shareholder return ("TSR") compared to pre-established relative TSR goals, based on the median TSR of the TSR of the companies that comprise the S&P 500 Index as of the day before the applicable performance period, that were set by the Compensation Committee of the Issuer's Board of Directors. The aggregate number of shares issued may range from zero (0) shares to 200% of the target number of shares reported in columns 7 and 9 of this report.
( 4 )Between zero (0) and 200% of one-half of the PSUs will vest, if at all, on each of December 31, 2023 and December 31, 2024. Such vesting may be accelerated in connection with a Change of Control (as defined in the 2017 Plan) or if the Reporting Person's service is terminated by the Issuer without Cause or by the Reporting Person for Good Reason (each as defined in the Reporting Person's PSU grant agreement). Any vested PSUs will settle within 60 days of the date of vesting.

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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