4//SEC Filing
Fredo Scot Christopher 4
Accession 0001127602-22-004337
CIK 0001494259other
Filed
Feb 9, 7:00 PM ET
Accepted
Feb 10, 8:22 PM ET
Size
11.9 KB
Accession
0001127602-22-004337
Insider Transaction Report
Form 4
CarGurus, Inc.CARG
Fredo Scot Christopher
CFO and Treasurer
Transactions
- Sale
Class A Common Stock
2022-02-08$35.00/sh−626$21,910→ 70,528 total - Award
Class A Common Stock
2022-02-08+64,506→ 135,034 total - Tax Payment
Class A Common Stock
2022-02-08$34.88/sh−1,021$35,612→ 134,013 total - Sale
Class A Common Stock
2022-02-09$35.60/sh−1,954$69,562→ 132,059 total
Footnotes (6)
- [F1]This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- [F2]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.02 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.
- [F3]The Reporting Person previously reported a prior award of performance-based restricted stock units ("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 14,040 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 Issuer's Omnibus Incentive Compensation Plan (the "2017 Plan")).
- [F4]Represents shares issuable upon settlement of 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 2017 Plan).
- [F5]Shares withheld for payment of tax liability upon vesting of RSUs.
- [F6]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.09 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.
Documents
Issuer
CarGurus, Inc.
CIK 0001494259
Entity typeother
Related Parties
1- filerCIK 0001842330
Filing Metadata
- Form type
- 4
- Filed
- Feb 9, 7:00 PM ET
- Accepted
- Feb 10, 8:22 PM ET
- Size
- 11.9 KB