Langley Steinert - Oct 26, 2021 Form 4 Insider Report for CarGurus, Inc. (CARG)

Role: Executive Chairman, Director, 10%+ Owner
Signature: /s/ Josh Goldstein, as attorney-in-fact
Stock symbol: CARG
Transactions as of: Oct 26, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/28/2021, 04:51 PM
Previous filing: Oct 22, 2021
Next filing: Nov 3, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CARG	Class A Common Stock	Conversion of derivative security	$0	+424K	+78.86%	$0.00	963K	Oct 26, 2021	Direct	F1
transaction	CARG	Class A Common Stock	Conversion of derivative security	$0	+47.2K	+118.22%	$0.00	87.1K	Oct 26, 2021	See Footnote	F1, F2

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	-424K	-2.91%	$0.00	14.2M	Oct 26, 2021	Class A Common Stock	424K		Direct	F1, F3
transaction	CARG	Class B Common Stock	Conversion of derivative security	$0	-47.2K	-2.49%	$0.00	1.85M	Oct 26, 2021	Class A Common Stock	47.2K		See Footnote	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the conversion of Class B Common Stock into Class A Common Stock at the Reporting Person's election.
F2	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.
F3	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.