SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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checkbox unchecked Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
checkbox checked Check this box to indicate that a 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). See Instruction 10.
1. Name and Address of Reporting Person*
Steinert Langley

(Last) (First) (Middle)
1001 BOYLSTON STREET
16TH FLOOR

(Street)
BOSTON MA 02115

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CarGurus, Inc. [ CARG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
checkbox checked Director checkbox checked 10% Owner
checkbox checked Officer (give title below) Other (specify below)
Executive Chair
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/16/2024 S(1) 32,092 D $38.1595(2) 1,095,178 D
Class A Common Stock 12/16/2024 S(1) 6,497 D $38.6253(3) 1,088,681 D
Class A Common Stock 12/16/2024 S(1) 3,565 D $38.1595(4) 73,486 I See Footnote(5)
Class A Common Stock 12/16/2024 S(1) 721 D $38.6253(6) 72,765 I See Footnote(5)
Class A Common Stock 12/17/2024 S(1) 42,501 D $37.2359(7) 1,046,180 D
Class A Common Stock 12/17/2024 S(1) 2,905 D $38.2899(8) 1,043,275 D
Class A Common Stock 12/17/2024 S(1) 4,721 D $37.2359(9) 68,044 I See Footnote(5)
Class A Common Stock 12/17/2024 S(1) 322 D $38.2899(10) 67,722 I See Footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 $37.57 to $38.56 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.
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.57 to $38.6599 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.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.57 to $38.56 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.
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 $38.57 to $38.6599 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.
7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.95 to $37.94 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.
8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.95 to $38.56 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.
9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.95 to $37.94 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.
10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.95 to $38.56 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.
/s/ Suzanne Murray, as attorney-in-fact 12/18/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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