Amended Statement of Changes in Beneficial Ownership (4/a)

Date : 01/11/2019 @ 9:14PM
Source : Edgar (US Regulatory)
Stock : Cargurus, Inc. (CARG)
Quote : 38.43  1.24 (3.33%) @ 9:30PM

Amended Statement of Changes in Beneficial Ownership (4/a)

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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OMB Number: 3235-0287
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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 *

Welch Sarah Amory
2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr. VP, Consumer Marketing
(Last)          (First)          (Middle)

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

5/22/2018
(Street)

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

5/23/2018 
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   5/22/2018     M (1)    11000   (2) A $0   113179   D    
Class A Common Stock   5/22/2018     F    7335   (3) D $31.08   102179   D    

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
Restricted Stock Units     (4) 5/22/2018     M   (1)       11000   (2)     (5)   (5) Class B Common Stock   11000   $0   77000   D    

Explanation of Responses:
(1)  The original Form 4, filed on May 23, 2018, is being amended by this Form 4 amendment solely to correct an administrative error in which this transaction was inadvertently omitted.
(2)  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.
(3)  Shares withheld for payment of tax liability upon vesting of restricted stock units ("RSUs").
(4)  Such RSUs convert into shares of Class B common stock on a one-for-one basis.
(5)  On October 11, 2017, the Reporting Person was granted 176,000 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 (the "IPO"), and a service-based vesting requirement. Subject to the Reporting Person's continued employment, 25% of the RSUs vested on February 22, 2017 and 6.25% of the RSUs vest (or have vested, as applicable) on the last day of each three-month period thereafter until February 22, 2020. Any vested RSUs will settle within 60 days of the date of vesting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Welch Sarah Amory
2 CANAL PARK, 4TH FLOOR
CAMBRIDGE, MA 02141


Sr. VP, Consumer Marketing

Signatures
/s/ Kathleen Patton, as attorney-in-fact 1/11/2019
** 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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