| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CARG | Class A Common Stock | Award | $0 | +43K | +27.15% | $0.00 | 201K | Feb 8, 2022 | Direct | F1, F2 |
| transaction | CARG | Class A Common Stock | Tax liability | -$40.8K | -1.17K | -0.58% | $34.88 | 200K | Feb 8, 2022 | Direct | F3 |
| transaction | CARG | Class A Common Stock | Sale | -$291K | -8.17K | -4.08% | $35.64 | 192K | Feb 9, 2022 | Direct | F4, F5 |
| 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, 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")). |
| 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). |
| F3 | Shares withheld for payment of tax liability upon vesting of RSUs. |
| F4 | This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
| 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. |