Thomas Michael Caputo - 08 Feb 2022 Form 4 Insider Report for CarGurus, Inc. (CARG)

Reporting relationship: Chief Product Officer
Issuer ticker: CARG
Reported as of: 08 Feb 2022
Net transaction value: -$332,060
SEC form: 4
Accepted by SEC: 10 Feb 2022, 19:16:51 UTC
Prior SEC filing: 09 Feb 2022
Next SEC filing: 04 Apr 2022
Source filing: View source filing
Reporting owner signature: /s/ Josh Goldstein, as attorney-in-fact

Key filing fact

Thomas Michael Caputo filed Form 4 for CarGurus, Inc. (CARG) on 10 Feb 2022.

Key facts

This page summarizes Thomas Michael Caputo's Form 4 filing for CarGurus, Inc. (CARG).
3 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 10 Feb 2022, 19:16.

Change

Previous filing in this sequence was filed on 09 Feb 2022.
Current net transaction value: -$332,060.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CARG transaction

Class A Common Stock

Award

Transaction value: $0
Shares: +43,004
Change %: +27%
Price: $0.000000
Shares after: 201,415
Date: 08 Feb 2022
Ownership: Direct
Footnotes: F1, F2

CARG transaction

Class A Common Stock

Tax liability

Transaction value: $40,775
Shares: -1,169
Change %: -0.58%
Price: $34.88
Shares after: 200,246
Date: 08 Feb 2022
Ownership: Direct
Footnotes: F3

CARG transaction

Class A Common Stock

Sale

Transaction value: $291,286
Shares: -8,173
Change %: -4.1%
Price: $35.64
Shares after: 192,073
Date: 09 Feb 2022
Ownership: Direct
Footnotes: F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote 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, 6.25% of the RSUs will vest on April 1, 2022 and 6.25% of the RSUs will vest on the last day of each three-month period thereafter until January 1, 2026. 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")).

Footnote F2

The Reporting Person previously reported a prior award of performance-based RSUs in Table II of the Form 4 filed by the Reporting Person on February 12, 2021 (the "Prior Form 4"). These awards were amended by the Compensation Committee of the Issuer's Board of Directors on February 8, 2022 to revise the vesting terms thereunder from performance-based to time-based and therefore are being moved to Table I, consistent with prior grants of time-based RSUs by the Issuer to the Reporting Person. The total reported in Column 5 of this Form 4 includes the 10,530 time-based RSUs previously reported as performance-based RSUs in Table II of the Prior Form 4. Each such 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, 6.25% of the RSUs vested on each of April 1, 2021, July 1, 2021, October 1, 2021 and January 1, 2022, and 6.25% of the RSUs will vest on the last day of each three-month period thereafter until January 1, 2025. Such vesting may be accelerated in connection with a Change of Control (as defined in the 2017 Plan).

Footnote F3

Shares withheld for payment of tax liability upon vesting of RSUs.

Footnote F4

This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

Footnote F5

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.16 to $35.84 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.