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