Filing Details

Accession Number:
0001127602-22-004334
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-02-10 20:16:51
Reporting Period:
2022-02-08
Accepted Time:
2022-02-10 20:16:51
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1494259 Cargurus Inc. CARG Services-Computer Processing & Data Preparation (7374) 043843478
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1719192 Michael Thomas Caputo 2 Canal Park, 4Th Floor
Cambridge MA 02141
Chief Product Officer No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2022-02-08 43,004 $0.00 201,415 No 4 A Direct
Class A Common Stock Disposition 2022-02-08 1,169 $34.88 200,246 No 4 F Direct
Class A Common Stock Disposition 2022-02-09 8,173 $35.64 192,073 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 A Direct
No 4 F Direct
No 4 S Direct
Footnotes
  1. Represents shares issuable upon settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. Subject to the Reporting Person's continuous service as an employee of the Issuer, 6.25% of the RSUs will vest on April 1, 2022 and 6.25% of the RSUs will vest on the last day of each three-month period thereafter until January 1, 2026. Such vesting may be accelerated in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan (the "2017 Plan")).
  2. The Reporting Person previously reported a prior award of performance-based RSUs in Table II of the Form 4 filed by the Reporting Person on February 12, 2021 (the "Prior Form 4"). These awards were amended by the Compensation Committee of the Issuer's Board of Directors on February 8, 2022 to revise the vesting terms thereunder from performance-based to time-based and therefore are being moved to Table I, consistent with prior grants of time-based RSUs by the Issuer to the Reporting Person. The total reported in Column 5 of this Form 4 includes the 10,530 time-based RSUs previously reported as performance-based RSUs in Table II of the Prior Form 4. Each such RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. Subject to the Reporting Person's continuous service as an employee of the Issuer, 6.25% of the RSUs vested on each of April 1, 2021, July 1, 2021, October 1, 2021 and January 1, 2022, and 6.25% of the RSUs will vest on the last day of each three-month period thereafter until January 1, 2025. Such vesting may be accelerated in connection with a Change of Control (as defined in the 2017 Plan).
  3. Shares withheld for payment of tax liability upon vesting of RSUs.
  4. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
  5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.16 to $35.84 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 Securities and Exchange Commission, the Issuer or any security holder of the Issuer.