SEC FORM 4/A 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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
CarGurus, Inc. [ CARG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
COO and President
3. Date of Earliest Transaction (Month/Day/Year)
04/11/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
04/15/2019
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 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 04/11/2019 M(1) 18,000(2) A $0.16 193,920 D
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
Employee Stock Option (Right to Buy) $0.16 04/11/2019 M(3) 0 (4) 12/10/2024 Class A Common Stock 0 $0 62,782 D
Employee Stock Option (Right to Buy) $0.16 04/11/2019 M(1)(5) 18,000(6) (4) 12/10/2024 Class B Common Stock 18,000 $0 497,564 D
Explanation of Responses:
1. This stock option exercise was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
2. Represents the conversion of Class B common stock into Class A common stock at the Reporting Person's election. This footnote was omitted from the original Form 4, filed on April 15, 2019 by the Reporting Person.
3. The original Form 4, filed on April 15, 2019, is being amended by this Form 4 amendment solely to correct an administrative error in which the Reporting Person's stock option exercise was inadvertently reported as an exercise of this option to purchase Class A common stock. There were no transactions with respect to this option to purchase Class A common stock on April 11, 2019.
4. This option is fully vested and exercisable.
5. The original Form 4, filed on April 15, 2019, is being amended by this Form 4 amendment solely to correct an administrative error in which the Reporting Person's stock option exercise was inadvertently reported under a different option. The Reporting Person's stock option exercise on April 11, 2019 was with respect to this option to purchase Class B common stock.
6. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder and has no expiration date. This footnote was omitted from the original Form 4, filed on April 15, 2019 by the Reporting Person.
/s/ Kathleen Patton, as attorney-in-fact 06/13/2019
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.