| Accession Number: | 0001127602-19-014939 |
| Date: | 2019-04-04 |
| Issuer: | CARGURUS, INC. (CARG) |
| Original Submission Date: |
CAPUTO THOMAS MICHAEL
2 CANAL PARK, 4TH FLOOR
CAMBRIDGE, MA 02141
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| CLASS A COMMON STOCK | 2019-04-04 | M | 8,252 | a | $0.00 | 111,476 | direct | ||
| CLASS A COMMON STOCK | 2019-04-04 | F | 4,731 | d | $41.24 | 106,745 | direct |
| 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 Exercisable | Expiration 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| RESTRICTED STOCK UNITS | 0.0 | 2019-04-04 | deemed execution date | M | 8,252 (d) | class b common stock 8,252 | $0.00 | 57,736 | direct |
| ID | footnote |
|---|---|
| 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 ("rsus"). |
| f3 | such rsus convert into shares of class b common stock on a one-for-one basis. |
| f4 | 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. |
| f5 | on october 11, 2017, the reporting person was granted 132,000 rsus convertible into shares of class b common stock. the rsus are subject to a liquidity-based vesting requirement, which was satisfied in connection with the issuer's initial public offering, and a service-based vesting requirement. subject to the reporting person's continued employment, 25% of the rsus vested on january 4, 2018 and 6.25% of the rsus vest (or have vested, as applicable) on the last day of each three-month period thereafter until january 4, 2021. any vested rsus will settle within 60 days of the date of vesting. |
