0001127602-22-004334.txt : 20220210
0001127602-22-004334.hdr.sgml : 20220210
20220210201651
ACCESSION NUMBER: 0001127602-22-004334
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220208
FILED AS OF DATE: 20220210
DATE AS OF CHANGE: 20220210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Caputo Thomas Michael
CENTRAL INDEX KEY: 0001719192
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38233
FILM NUMBER: 22616177
MAIL ADDRESS:
STREET 1: C/O CARGURUS, INC.
STREET 2: 2 CANAL PARK, 4TH FL.
CITY: CAMBRIDGE
STATE: MA
ZIP: 02141
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CarGurus, Inc.
CENTRAL INDEX KEY: 0001494259
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 043843478
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2 CANAL PARK
STREET 2: 4TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02141
BUSINESS PHONE: 617 354 0068
MAIL ADDRESS:
STREET 1: 2 CANAL PARK
STREET 2: 4TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02141
FORMER COMPANY:
FORMER CONFORMED NAME: Cargurus LLC
DATE OF NAME CHANGE: 20100615
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2022-02-08
0001494259
CarGurus, Inc.
CARG
0001719192
Caputo Thomas Michael
2 CANAL PARK, 4TH FLOOR
CAMBRIDGE
MA
02141
1
Chief Product Officer
Class A Common Stock
2022-02-08
4
A
0
43004
0
A
201415
D
Class A Common Stock
2022-02-08
4
F
0
1169
34.88
D
200246
D
Class A Common Stock
2022-02-09
4
S
0
8173
35.64
D
192073
D
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, 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 Issuer's Omnibus Incentive Compensation Plan (the "2017 Plan")).
The Reporting Person previously reported a prior award of performance-based 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 10,530 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 2017 Plan).
Shares withheld for payment of tax liability upon vesting of RSUs.
This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.16 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.
/s/ Josh Goldstein, as attorney-in-fact
2022-02-10