SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* Zales Samuel (Last) (First) (Middle) 2 CANAL PARK, 4TH FLOOR (Street) CAMBRIDGE MA 02141 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/11/2017	3. Issuer Name and Ticker or Trading Symbol CarGurus, Inc. [ CARG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Operating Officer	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/11/2017
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(1)	12/10/2024	Class A Common Stock	257,782	0.16	D
Employee Stock Option (Right to Buy)	(2)	12/10/2024	Class B Common Stock(3)(4)	515,564	0.16	D

Explanation of Responses:

1. This option was granted on December 11, 2014 and is currently vested and exercisable with respect to 174,950 shares of Class A Common Stock underlying the option. 16,566 shares of Class A common stock subject to the option will vest and become exercisable on each of November 3, 2017, May 3, 2018, August 3, 2018, and November 3, 2018 and 16,568 shares of Class A common stock subject to the option will vest and become exercisable on February 3, 2018.

2. This option was granted on December 11, 2014 and is currently vested and exercisable with respect to 349,900 shares of Class B Common Stock underlying the option. 33,132 shares of Class B common stock subject to the option vested will vest and become exercisable on each of November 3, 2017, May 3, 2018, August 3, 2018, and November 3, 2018 and 33,136 of Class B common stock subject to the option will vest and become exercisable on February 3, 2018.

3. Each share of Class B Common Stock 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, by any Family Member of Langley Steinert, and by any Permitted Entity of Langley Steinert

4. (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.

Remarks:

The holdings reported on this amended filing were previously reported on the Form 3 filed by the reporting person on October 11, 2017 and have been included in this amendment for reference only. This amended filing is being made solely to amend footnotes 3 and 4.

	/s/ Kathleen Patton, as attorney-in-fact	10/18/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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