Statement of Changes in Beneficial Ownership (4)
February 19 2020 - 4:58PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Steinert Langley |
2. Issuer Name and Ticker or Trading Symbol
CarGurus, Inc.
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CARG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and Chairman |
(Last)
(First)
(Middle)
2 CANAL PARK, 4TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/14/2020 |
(Street)
CAMBRIDGE, MA 02141
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 2/14/2020 | | S(1) | | 15746 | D | $25.39 (2) | 1740061 | D | |
Class A Common Stock | 2/14/2020 | | S(1) | | 8264 | D | $26.13 (3) | 1731797 | D | |
Class A Common Stock | 2/14/2020 | | S(4) | | 1295 | D | $25.39 (2) | 275074 | I | See Footnote (5) |
Class A Common Stock | 2/14/2020 | | S(4) | | 680 | D | $26.13 (3) | 274394 | I | See Footnote (5) |
Class A Common Stock | 2/18/2020 | | S(1) | | 24010 | D | $25.99 (6) | 1707787 | D | |
Class A Common Stock | 2/18/2020 | | S(4) | | 1975 | D | $25.99 (6) | 272419 | I | See Footnote (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
(2) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.91 to $25.90 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. |
(3) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.91 to $26.48 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. |
(4) | This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by The Langley Steinert Irrevocable Family Trust dated June 21, 2004. |
(5) | 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. |
(6) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.67 to $26.21 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Steinert Langley 2 CANAL PARK, 4TH FLOOR CAMBRIDGE, MA 02141 | X | X | CEO and Chairman |
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Signatures
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/s/ Kathleen Patton, as attorney-in-fact | | 2/19/2020 |
**Signature of Reporting Person | Date |
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