SEC Filing | CarGurus

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SEC FORM 3/A 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^*

Parafestas Anastasios

(Last)

(First)

(Middle)

ONE JOY STREET

(Street)

BOSTON

02108

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/11/2017

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Class A Common Stock	100,000	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B Common Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	200,000	⁽¹⁾⁽²⁾	D
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	4,762,448	⁽³⁾	I	See Footnote⁽⁶⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	4,749,859	⁽⁴⁾	I	See Footnote⁽⁶⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	5,718,912	⁽⁵⁾	I	See Footnote⁽⁶⁾
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	1,573,309	⁽³⁾	I	See Footnote⁽⁷⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,604,886	⁽⁴⁾	I	See Footnote⁽⁷⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,405,812	⁽⁵⁾	I	See Footnote⁽⁷⁾
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	1,573,309	⁽³⁾	I	See Footnote⁽⁸⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,662,816	⁽⁴⁾	I	See Footnote⁽⁸⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	621,966	⁽⁵⁾	I	See Footnote⁽⁸⁾
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	1,020,522	⁽³⁾	I	See Footnote⁽⁹⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,752,864	⁽⁴⁾	I	See Footnote⁽⁹⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	242,028	⁽⁵⁾	I	See Footnote⁽⁹⁾

1. Name and Address of Reporting Person^*

Parafestas Anastasios

(Last)

(First)

(Middle)

ONE JOY STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RWS 2006 Family Trust

(Last)

(First)

(Middle)

ONE JOY STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Spinnaker Capital LLC

(Last)

(First)

(Middle)

ONE JOY STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GC Holdings Investors LLC

(Last)

(First)

(Middle)

ONE JOY STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Promerica Capital LLC

(Last)

(First)

(Middle)

ONE JOY STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Argonaut 22 LLC

(Last)

(First)

(Middle)

ONE JOY STREET

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Explanation of Responses:

1. 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 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,

2. and by any 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.

3. At any time at the holder's election, each share of the Issuer's Series A convertible preferred stock (the "Series A Preferred") is convertible into shares of the Issuer's common stock, one third of which number of shares shall be Class A Common Stock and two thirds of which number of shares shall be Class B Common Stock, on a 6.0000023-for-one basis without payment or consideration. Upon the closing of the Issuer's initial public offering of its Class A Common Stock (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 without payment or consideration. The Series A Preferred has no expiration date.

4. At any time at the holder's election, each share of the Issuer's Series B convertible preferred stock (the "Series B Preferred") is convertible into shares of the Issuer's common stock, one third of which number of shares shall be Class A Common Stock and two thirds of which number of shares shall be Class B Common Stock, on a 6.0000015-for-one basis without payment or consideration. 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 without payment or consideration. The Series B Preferred has no expiration date.

5. At any time at the holder's election, each share of the Issuer's Series C convertible preferred stock (the "Series C Preferred") is convertible into shares of the Issuer's common stock, one third of which number of shares shall be Class A Common Stock and two thirds of which number of shares shall be Class B Common Stock, on a six-for-one basis without payment or consideration. 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 without payment or consideration. The Series C Preferred has no expiration date.

6. These shares are owned directly by Argonaut 22 LLC. Spinnaker Capital LLC is the Managing Member of Argonaut 22 LLC and Anastasios Parafestas is the Managing Member of Spinnaker Capital LLC. Anastasios Parafestas and Spinnaker Capital are indirect beneficial owners of the reported securities.

7. These shares are owned directly by Promerica Capital LLC. Anastasios Parafestas has sole voting and investment power with respect to such shares and is an indirect beneficial owner of the reported securities.

8. These shares are owned directly by GC Holdings Investors LLC. Anastasios Parafestas has sole voting and investment power with respect to such shares and is an indirect beneficial owner of the reported securities.

9. The RWS 2006 Family Trust is a direct beneficial owner of the shares. Anastasios Parafestas, a director of the Issuer, is a co-trustee of the trust and may be deemed to be an indirect beneficial owner of the shares. Anastasios Parafestas expressly disclaims beneficial ownership of the shares held by The RWS 2006 Family Trust.

Remarks:

The holdings reported on this amended filing were previously reported on the Form 3 filed by the reporting persons on October 11, 2017 and have been included in this amendment for reference only. This amended filing is being made solely to amend footnotes 1, 2 and 9.

	/s/ Kathleen Patton, as attorney-in-fact for Anastasios Parafestas	10/18/2017
	/s/ Anastasios Parafestas, Manager of Spinnaker Capital LLC, which is the Managing Member of Argonaut 22 LLC	10/18/2017
	/s/ Anastasios Parafestas, Vice President of Promerica, Inc., which the Manager of Promerica Capital LLC	10/18/2017
	/s/ Anastasios Parafestas, Manager of Gore Creek LLC, which is the Manager of GC Holdings Investors LLC	10/18/2017
	/s/ Anastasios Parafestas, Manager of Spinnaker Capital LLC	10/18/2017
	/s/ Anastasios Parafestas, Co-Trustee of The RWS 2006 Family Trust	10/18/2017
	** 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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