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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Steinert Langley
2. Issuer Name and Ticker or Trading Symbol

CarGurus, Inc. [ CARG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO, President and Chairman
(Last)          (First)          (Middle)

2 CANAL PARK, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

10/16/2017
(Street)

CAMBRIDGE, MA 02141
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/16/2017     C    3317659   A   (1) 12429285   D    
Class A Common Stock   10/16/2017     S    3378084   D $14.88   9051201   D    
Class A Common Stock   10/16/2017     S    3110   D $14.88   7258   I   See Footnote   (2)
Class A Common Stock   10/16/2017     S    3110   D $14.88   7258   I   See Footnote   (3)
Class A Common Stock   10/16/2017     S    3110   D $14.88   7258   I   See Footnote   (4)
Class A Common Stock   10/16/2017     S    3110   D $14.88   7258   I   See Footnote   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Series A Convertible Preferred Stock     (1) 10/16/2017     C         380914      (1)   (1) Class A Common Stock   2285485   $0   0   D    
Series B Convertible Preferred Stock     (1) 10/16/2017     C         128058      (1)   (1) Class A Common Stock   768348   $0   0   D    
Series C Convertible Preferred Stock     (1) 10/16/2017     C         43971      (1)   (1) Class A Common Stock   263826   $0   0   D    

Explanation of Responses:
(1)  Each share of the Issuer's Series A Convertible Preferred Stock converted into 6.0000023 shares of the Issuer's Class A Common Stock upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-220495) under the Securities Act of 1933, as amended (the "IPO"), and had no expiration date. Each share of the Issuer's Series B Convertible Preferred Stock converted into 6.0000015 shares of the Issuer's Class A Common Stock upon closing of the IPO and had no expiration date. Each share of the Issuer's Series C Convertible Preferred Stock converted into 6 shares of the Issuer's Class A Common Stock upon closing of the IPO and had no expiration date.
(2)  These shares are owned directly by an irrevocable family trust, of which Langley Steinert's mother is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.
(3)  These shares are owned directly by an irrevocable family trust, of which Langley Steinert's brother is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.
(4)  These shares are owned directly by an irrevocable family trust, of which Langley Steinert's mother-in-law is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.
(5)  These shares are owned directly by an irrevocable family trust, of which Langley Steinert's brother is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Steinert Langley
2 CANAL PARK, 4TH FLOOR
CAMBRIDGE, MA 02141
X X CEO, President and Chairman

Signatures
/s/ Kathleen Patton, as attorney-in-fact 10/18/2017
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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