Langley Steinert - 29 Jul 2021 Form 4 Insider Report for CarGurus, Inc. (CARG)

Role
Executive Chairman, Director, 10%+ Owner
Signature
/s/ Kathleen Patton, as attorney-in-fact
Issuer symbol
CARG
Transactions as of
29 Jul 2021
Net transactions value
-$900,909
Form type
4
Filing time
02 Aug 2021, 16:59:43 UTC
Previous filing
29 Jul 2021
Next filing
04 Aug 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CARG Class A Common Stock Sale $407,925 -13,994 -2.4% $29.15 558,510 29 Jul 2021 Direct F1, F2
transaction CARG Class A Common Stock Sale $45,328 -1,555 -3.6% $29.15 41,460 29 Jul 2021 See Footnote F2, F3, F4
transaction CARG Class A Common Stock Conversion of derivative security $0 +1,175,488 +210% $0.000000 1,733,998 29 Jul 2021 Direct F5
transaction CARG Class A Common Stock Conversion of derivative security $0 +130,610 +315% $0.000000 172,070 29 Jul 2021 See Footnote F4, F5
transaction CARG Class A Common Stock Sale $402,887 -13,994 -0.81% $28.79 1,720,004 30 Jul 2021 Direct F1, F6
transaction CARG Class A Common Stock Sale $44,768 -1,555 -0.9% $28.79 170,515 30 Jul 2021 See Footnote F3, F4, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CARG Class B Common Stock Conversion of derivative security $0 -1,175,488 -7.3% $0.000000 14,945,347 29 Jul 2021 Class A Common Stock 1,175,488 Direct F5, F7
transaction CARG Class B Common Stock Conversion of derivative security $0 -130,610 -6.5% $0.000000 1,894,290 29 Jul 2021 Class A Common Stock 130,610 See Footnote F4, F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
F2 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.56 to $29.43 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.
F3 This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by The Langley Steinert Irrevocable Family Trust dated June 21, 2004.
F4 These shares are owned directly by The Langley Steinert Irrevocable Family Trust dated June 21, 2004, of which the Reporting Person's children are the beneficiaries. The Reporting Person may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.
F5 Represents the conversion of Class B Common Stock into Class A Common Stock at the Reporting Person's election.
F6 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.49 to $29.18 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.
F7 Each share of Class B Common Stock has no expiration date and is convertible into one share of Class A Common Stock at the option of the Reporting Person or automatically either upon the transfer of such share of Class B Common Stock, except for certain transfers described in the Issuer's amended and restated certificate of incorporation, or upon the date falling after the first to occur of the death of Langley Steinert, Langley Steinert's voluntary termination of all employment with the Issuer and service on the Issuer's board of directors or the sum of the number of shares of the Issuer's capital stock held by Langley Steinert, by any Family Member of Langley Steinert, and by any Permitted Entity of Langley Steinert (as such terms are defined in the Issuer's amended and restated certificate of incorporation), assuming the exercise and settlement in full of all outstanding options and convertible securities and calculated on an as-converted to Class A Common Stock basis, being less than 9,091,484 shares.