Zachary Emerson Hallowell - 01 Dec 2023 Form 3 Insider Report for CarGurus, Inc. (CARG)

Role: CEO, CarOffer
Signature: /s/ Suzanne Murray, as attorney-in-fact
Issuer symbol: CARG
Transactions as of: 01 Dec 2023
Net transactions value: $0
Form type: 3
Filing time: 04 Dec 2023, 17:04:36 UTC
Next filing: 04 Jan 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CARG	Class A Common Stock						156,075	01 Dec 2023	Direct	F1

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

Explanation of Responses:

Id	Content
F1	The total reported in column 2 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, such RSUs will vest as follows: (i) 25% of the 100,334 RSUs initially granted to the Reporting Person will vest on October 16, 2024 and 6.25% of the RSUs will vest on the last day of each three-month period thereafter until October 16, 2027; and (ii) 12.5% of the 55,741 RSUs initially granted to the Reporting Person will vest on January 1, 2024 and every quarter thereafter until October 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")).

Content

The total reported in column 2 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, such RSUs will vest as follows: (i) 25% of the 100,334 RSUs initially granted to the Reporting Person will vest on October 16, 2024 and 6.25% of the RSUs will vest on the last day of each three-month period thereafter until October 16, 2027; and (ii) 12.5% of the 55,741 RSUs initially granted to the Reporting Person will vest on January 1, 2024 and every quarter thereafter until October 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")).

Remarks:

Exhibit 24 - Power of Attorney