Sec Form 4 Filing - Fredo Scot Christopher @ CarGurus, Inc. - 2022-02-08

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
Fredo Scot Christopher
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)
CFO and Treasurer
(Last) (First) (Middle)
2 CANAL PARK, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2022
(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 02/08/2022 S( 1 ) 626 D $ 35( 2 ) 70,528( 3 ) D
Class A Common Stock 02/08/2022 A 64,506( 4 ) A $ 0 135,034 D
Class A Common Stock 02/08/2022 F( 5 ) 1,021 D $ 34.88 134,013 D
Class A Common Stock 02/09/2022 S( 1 ) 1,954 D $ 35.6( 6 ) 132,059 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fredo Scot Christopher
2 CANAL PARK
4TH FLOOR
CAMBRIDGE, MA02141
CFO and Treasurer
Signatures
/s/ Josh Goldstein, as attorney-in-fact 02/10/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
( 2 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.02 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.
( 3 )The Reporting Person previously reported a prior award of performance-based restricted stock units ("RSUs") in Table II of the Form 4 filed by the Reporting Person on February 12, 2021 (the "Prior Form 4"). These awards were amended by the Compensation Committee of the Issuer's Board of Directors on February 8, 2022 to revise the vesting terms thereunder from performance-based to time-based and therefore are being moved to Table I, consistent with prior grants of time-based RSUs by the Issuer to the Reporting Person. The total reported in Column 5 of this Form 4 includes the 14,040 time-based RSUs previously reported as performance-based RSUs in Table II of the Prior Form 4. Each such 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 vested on each of April 1, 2021, July 1, 2021, October 1, 2021 and January 1, 2022, 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")).
( 4 )Represents shares issuable upon settlement of 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, 2022 and 6.25% of the RSUs will vest on the last day of each three-month period thereafter until January 1, 2026. Such vesting may be accelerated in connection with a Change of Control (as defined in the 2017 Plan).
( 5 )Shares withheld for payment of tax liability upon vesting of RSUs.
( 6 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.09 to $35.84 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.

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