As filed with the Securities and Exchange Commission on October 24, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CarGurus, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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04-3843478
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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2 Canal Park
4th Floor
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Cambridge, Massachusetts 02141
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(Address of Principal Executive Offices) (Zip Code)
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Omnibus Incentive Compensation Plan
Amended and Restated 2015 Equity Incentive Plan
(Full titles of the plans)
Langley Steinert
Chief Executive Officer, President, and Chairman
2 Canal Park
4th Floor
Cambridge, Massachusetts 02141
(617) 354-0068
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Michael A. Conza, Esq.
Gitte J. Blanchet, Esq.
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, Massachusetts 02110
(617) 341-7700
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Jason Trevisan
Chief Financial Officer and Treasurer
Kathleen Patton
SVP, General Counsel and Secretary
2 Canal Park, 4th Floor
Cambridge, Massachusetts 02141
(617) 354-0068
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
x
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Smaller reporting company
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(Do not check if a
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smaller reporting company)
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Emerging growth company
x
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act
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CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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Maximum
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Amount
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Maximum Offering
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Aggregate Offering
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Amount of
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Title of Securities to be Registered
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to be Registered (1)
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Price Per Share
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Price
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Registration Fee
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Class A Common Stock, $0.001 par value per share:
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Omnibus Incentive Compensation Plan
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8,563,770
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(2)
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$
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28.03
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(9)
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$
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240,042,474
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$
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29,886
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2015 Amended and Restated Equity Incentive Plan (Options)
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1,691,318
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(3)
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$
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1.63
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(10)
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$
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2,756,849
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$
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344
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2015 Amended and Restated Equity Incentive Plan (RSUs)
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773,186
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(4)
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$
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28.03
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(9)
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$
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21,672,404
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$
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2,699
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2015 Amended and Restated Equity Incentive Plan (issuable upon conversion of Class B Common Stock underlying Options)
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3,384,992
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(5)
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(11)
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2015 Amended and Restated Equity Incentive Plan (issuable upon conversion of Class B Common Stock underlying RSUs)
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1,546,372
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(6)
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(11)
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Class B Common Stock, $0.001 par value per share:
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2015 Amended and Restated Equity Incentive Plan (Options)
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3,384,992
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(7)
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$
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1.63
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(10)
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$
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5,517,537
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$
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687
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2015 Amended and Restated Equity Incentive Plan (RSUs)
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1,546,372
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(8)
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$
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28.03
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(9)
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$
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43,344,808
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$
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5,397
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TOTAL:
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20,891,002
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$
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313,334,072
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$
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39,013
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(1)
Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall be deemed to cover any additional shares of the registrants Class A Common Stock, par value $0.001 per share (Class A Common Stock), and Class B common stock, par value $0.001 (per share) (Class B Common Stock), that may from time to time be offered or issued under the registrants Omnibus Incentive Compensation Plan (the 2017 Plan) or the registrants Amended and Restated 2015 Equity Incentive Plan (the 2015 Plan) to prevent dilution resulting from stock splits, stock dividends or similar transactions that increases the number of outstanding shares of Class A Common Stock or Class B Common Stock.
(2)
Shares of Class A common stock reserved for issuance under the 2017 Plan consist of (a) 7,800,000 shares of Class A common stock reserved for issuance under the 2017 Plan and (b) (i) 763,770 shares of Class A common stock previously reserved but unissued under the 2015 Plan, that are now available for issuance under the 2017 Plan, and (ii) to the extent outstanding awards under the 2015 Plan terminate, expire or are cancelled, forfeited, exchanged or surrendered without having been exercised, vested or paid, including shares tendered or withheld to satisfy tax withholding obligations with respect to outstanding grants under the 2015 Plan, shares of Class A Common Stock or Class B Common Stock underlying such awards will become available for issuance as shares of Class A Common Stock under the 2017 Plan; provided, that the maximum number of shares that may be added to the 2017 Plan pursuant to this clause (b) shall not exceed 4,500,000 shares in the aggregate.
(3)
Represents shares of Class A Common Stock reserved for issuance pursuant to stock option awards outstanding under the 2015 Plan as of the date of this Registration Statement.
(4)
Represents shares of Class A Common Stock reserved for issuance pursuant to unsettled RSUs outstanding under the 2015 Plan as of the date of this Registration Statement.
(5)
Represents shares of Class A Common Stock issuable upon conversion of Class B Common Stock reserved for issuance pursuant to stock option awards outstanding under the 2015 Plan as of the date of this Registration Statement.
(6)
Represents shares of Class A Common Stock issuable upon conversion of Class B Common Stock reserved for issuance pursuant to unsettled RSUs outstanding under the 2015 Plan as of the date of this Registration Statement.
(7)
Represents shares of Class B Common Stock reserved for issuance pursuant to stock option awards outstanding under the 2015 Plan as of the date of this Registration Statement.
(8)
Represents shares of Class B Common Stock reserved for issuance pursuant to unsettled RSUs outstanding under the 2015 Plan as of the date of this Registration Statement.
(9)
Estimated in accordance with Rules 457(c) and (h) promulgated under the Securities Act solely for the purpose of calcul
ating the registration fee based on the average of the high and low prices of the Registrants Class A common stock as reported on the Nasdaq Global Select Market on October 18, 2017.
(10)
Estimated in accordance with Rule 457(h)
promulgated under the Securities Act
solely for the purpose of calculating the registration fee on the basis of the weighted-average exercise price for outstanding options granted pursuant to the 2015 Plan.
(11)
Pursuant to Rule 457(i) promulgated under the Securities Act, there is no fee associated with the registration of shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock (a convertible security) being registered under this registration statement because no additional consideration will be received in connection with the conversion of shares of Class B Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 24th day of October, 2017.
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CARGURUS, INC.
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By:
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/s/ Langley Steinert
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Langley Steinert
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Chief Executive Officer, President and Chairman
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SIGNATURES AND POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Langley Steinert and Jason Trevisan, jointly and severally, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statemen
t on Form S-8 filed herewith and any and all subsequent amendments to said registration statement,
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof..
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.
Signature
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Title
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Date
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/s/ Langley Steinert
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Chief Executive Officer, President, and Chairman
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October 24, 2017
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Langley Steinert
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(Principal Executive Officer)
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/s/ Jason Trevisan
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Chief Financial Officer and Treasurer
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October 24, 2017
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Jason Trevisan
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Stephen Kaufer
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Director
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Stephen Kaufer
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October 24, 2017
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/s/ Anastasios Parafestas
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Director
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Anastasios Parafestas
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October 24, 2017
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/s/ David Parker
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Director
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David Parker
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October 24, 2017
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/s/ Simon Rothman
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Director
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Simon Rothman
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October 24, 2017
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/s/ Ian Smith
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Director
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Ian Smith
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October 24, 2017
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