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* Allen & CO LLC (Last) (First) (Middle) 711 FIFTH AVENUE (Street) NEW YORK NY 10022 (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 X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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
Series A Convertible Preferred Stock	(1)	(1)	Class A Common Stock	63,882	0.0875	D
Series B Convertible Preferred Stock	(1)	(1)	Class A Common Stock	4,802,155	0.1301	D
Series C Convertible Preferred Stock	(1)	(1)	Class A Common Stock	813,564	0.1415	D

Explanation of Responses:

1. In connection with the Issuer's initital public offering of its Class A Common Stock, all of the Issuer's outstanding preferred stock will be converted into Class A Common Stock. Upon the closing of the IPO, each share of the Series A Preferred will automatically convert into shares of the Issuer's Class A Common Stock on a 6.0000023-for-one basis. Upon the closing of the IPO, each share of the Series B Preferred will automatically convert into shares of the Issuer's Class A Common Stock on a 6.0000015-for-one basis. Upon the closing of the IPO, each share of the Series C Preferred will automatically convert into shares of the Issuer's Class A Common Stock on a six-for-one basis. Allen & Company LLC will thereafter hold 5,679,601 shares of Class A Common Stock of the Issuer. The Preferred Stock has no expiration date.

Remarks:

	/s/ Peter Dilorio, General Counsel	10/11/2017
	** 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 5 (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).
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