Dafna Sarnoff - Dec 8, 2021 Form 4 Insider Report for CarGurus, Inc. (CARG)

Role: Chief Marketing Officer
Signature: /s/ Josh Goldstein, as attorney-in-fact
Stock symbol: CARG
Transactions as of: Dec 8, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/9/2021, 05:27 PM
Next filing: Dec 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CARG	Class A Common Stock	Award	$0	+29.4K		$0.00	29.4K	Dec 8, 2021	Direct	F1

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	Stock Option	Award	$0	+31.1K		$0.00	31.1K	Dec 8, 2021	Class A Common Stock	31.1K	$38.31	Direct	F2
transaction	CARG	Performance-Based Restricted Stock Units	Award	$0	+14.7K		$0.00	14.7K	Dec 8, 2021	Class A Common Stock	14.7K	$0.00	Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	Represents shares issuable upon settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. Subject to the Reporting Person's continuous service as an employee of the Issuer, 25% of the RSUs will vest on December 1, 2022 and 6.25% of the RSUs will vest on the last day of each three-month period thereafter until December 1, 2025. Such vesting may be accelerated in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan (the "2017 Plan")).
F2	Subject to the Reporting Person's continuous service as an employee of the Issuer, 25% of the shares underlying the stock option will vest on December 1, 2022 and 6.25% of the shares underlying the stock option will vest on the last day of each three-month period thereafter until December 1, 2025. Such vesting may be accelerated in connection with a Change of Control (as defined in the 2017 Plan).
F3	Each performance-based RSU ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock, based on the Issuer's total shareholder return ("TSR") compared to pre-established relative TSR goals, based on the median TSR of the TSR of the companies that comprise the S&P 500 Index as of the day before the applicable performance period, that were set by the Compensation Committee of the Issuer's Board of Directors. The aggregate number of shares issued may range from zero (0) shares to 200% of the target number of shares reported in columns 7 and 9 of this report.
F4	Between zero (0) and 200% of one-half of the PSUs will vest, if at all, on each of December 31, 2024 and December 31, 2025. Such vesting may be accelerated in connection with a Change of Control (as defined in the 2017 Plan) or if the Reporting Person's service is terminated by the Issuer without Cause or by the Reporting Person for Good Reason (each as defined in the Reporting Person's PSU grant agreement). Any vested PSUs will settle within 60 days of the date of vesting.