Langley Steinert - 24 Feb 2025 Form 4 Insider Report for CarGurus, Inc. (CARG)

Signature
/s/ Suzanne Murray, as attorney-in-fact
Issuer symbol
CARG
Transactions as of
24 Feb 2025
Net transactions value
-$2,133,621
Form type
4
Filing time
26 Feb 2025, 16:58:10 UTC
Previous filing
24 Feb 2025
Next filing
28 Feb 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CARG Class A Common Stock Sale $136,033 -4,537 -0.91% $29.98 491,597 24 Feb 2025 Direct F1, F2
transaction CARG Class A Common Stock Sale $497,584 -16,102 -3.3% $30.90 475,495 24 Feb 2025 Direct F1, F3
transaction CARG Class A Common Stock Sale $15,081 -503 -6.5% $29.98 7,240 24 Feb 2025 See Footnote F1, F2, F4
transaction CARG Class A Common Stock Sale $55,284 -1,789 -25% $30.90 5,451 24 Feb 2025 See Footnote F1, F3, F4
transaction CARG Class A Common Stock Sale $274,097 -8,898 -1.9% $30.80 466,597 25 Feb 2025 Direct F1, F5
transaction CARG Class A Common Stock Sale $368,120 -11,741 -2.5% $31.35 454,856 25 Feb 2025 Direct F1, F6
transaction CARG Class A Common Stock Sale $30,435 -988 -18% $30.80 4,463 25 Feb 2025 See Footnote F1, F4, F5
transaction CARG Class A Common Stock Sale $40,885 -1,304 -29% $31.35 3,159 25 Feb 2025 See Footnote F1, F4, F6
transaction CARG Class A Common Stock Conversion of derivative security $0 +693,445 +152% $0.000000 1,148,301 25 Feb 2025 Direct F7
transaction CARG Class A Common Stock Conversion of derivative security $0 +77,050 +2439% $0.000000 80,209 25 Feb 2025 See Footnote F4, F7
transaction CARG Class A Common Stock Sale $644,527 -20,639 -1.8% $31.23 1,127,662 26 Feb 2025 Direct F1, F8
transaction CARG Class A Common Stock Sale $71,576 -2,292 -2.9% $31.23 77,917 26 Feb 2025 See Footnote F1, F4, F8

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 Class B Common Stock Conversion of derivative security $0 -693,445 -5.2% $0.000000 12,522,063 25 Feb 2025 Class A Common Stock 693,445 Direct F7, F9
transaction CARG Class B Common Stock Conversion of derivative security $0 -77,050 -4.4% $0.000000 1,693,019 25 Feb 2025 Class A Common Stock 77,050 See Footnote F4, F7, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 $29.57 to $30.5699 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 U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.57 to $31.11 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 U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.
F4 These shares are owned directly by The Langley Steinert Irrevocable Family Trust dated June 21, 2004, of which the Reporting Person's children are the beneficiaries. The Reporting Person may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.
F5 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.131 to $31.1309 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 U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.
F6 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.131 to $31.6201 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 U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.
F7 Represents the conversion of Class B Common Stock into Class A Common Stock at the Reporting Person's election.
F8 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.80 to $31.57 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 U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.
F9 Each share of Class B Common Stock has no expiration date and is convertible into one share of Class A Common Stock at the option of the Reporting Person or automatically either upon the transfer of such share of Class B Common Stock, except for certain transfers described in the Issuer's amended and restated certificate of incorporation, or upon the date falling after the first to occur of the death of Langley Steinert, Langley Steinert's voluntary termination of all employment with the Issuer and service on the Issuer's board of directors or the sum of the number of shares of the Issuer's capital stock held by Langley Steinert and any Family Member or Permitted Entity of Langley Steinert (as such terms are defined in the Issuer's amended and restated certificate of incorporation), assuming the exercise and settlement in full of all outstanding options and convertible securities and calculated on an as-converted to Class A Common Stock basis, being less than 9,091,484 shares.