Scot Christopher Fredo - Feb 8, 2022 Form 4 Insider Report for CarGurus, Inc. (CARG)

Signature
/s/ Josh Goldstein, as attorney-in-fact
Stock symbol
CARG
Transactions as of
Feb 8, 2022
Transactions value $
-$127,085
Form type
4
Date filed
2/10/2022, 07:22 PM
Previous filing
Jan 5, 2022
Next filing
Mar 1, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CARG Class A Common Stock Sale -$21.9K -626 -0.88% $35.00 70.5K Feb 8, 2022 Direct F1, F2, F3
transaction CARG Class A Common Stock Award $0 +64.5K +91.46% $0.00 135K Feb 8, 2022 Direct F4
transaction CARG Class A Common Stock Tax liability -$35.6K -1.02K -0.76% $34.88 134K Feb 8, 2022 Direct F5
transaction CARG Class A Common Stock Sale -$69.6K -1.95K -1.46% $35.60 132K Feb 9, 2022 Direct F1, F6
* 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 $35.00 to $35.02 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 The Reporting Person previously reported a prior award of performance-based restricted stock units ("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 14,040 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 Issuer's Omnibus Incentive Compensation Plan (the "2017 Plan")).
F4 Represents shares issuable upon settlement of 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 2017 Plan).
F5 Shares withheld for payment of tax liability upon vesting of RSUs.
F6 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.09 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.