Ownership Submission
|
FORM 4/A
|
|
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
|
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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
|
|
OMB APPROVAL
|
|
OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
|
|
|
1. Name and Address of Reporting Person *
|
|
Zales Samuel
|
|
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
|
|
_____ Officer (give title below)
|
_____ Other (specify below)
|
|
COO and President /
|
|
|
(Last)
|
(First)
|
(Middle)
|
|
1001 BOYLSTON STREET , 16TH FLOOR
|
|
3. Date of Earliest Transaction (Month/Day/Year)
|
|
|
4. If Amendment, Date Original Filed(Month/Day/Year)
2024-09-18
|
6. Individual or Join/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
|
2. Transaction Date (Month/Day/Year)
|
2A. Deemed Execution Date, if any (Month/Day/Year)
|
3. Transaction Code
|
4. Securities Acquired (A) or Disposed of (D)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
|
6. Ownership Form: Direct (D) or Indirect (I)
|
7. Nature of Indirect Beneficial Ownership
|
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
|
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
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
|
8. Price of Derivative Security
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
|
11. Nature of Indirect Beneficial Ownership
|
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expriation Date
|
Title
|
Amount or Number of Shares
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
|
Director
|
10% Owner
|
Officer
|
Other
|
Zales Samuel
1001 BOYLSTON STREET
16TH FLOOR
BOSTON, MA02115
|
|
|
COO and President
|
|
Signatures
|
/s/ Suzanne Murray, as attorney-in-fact
|
2024-10-03
|
|
**Signature of Reporting Person
|
Date
|
Explanation of Responses:
|
(*)
|
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).
|
|
(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.
|
|
(3)
|
The original Form 4, filed on September 18, 2024, is being amended by this Form 4 amendment solely to correct an administrative error. The original Form 4 inadvertently reported that the Reporting Person owned 473,083 shares of Class A common stock after the stock option exercise. However, as reported in this amended Form 4, the Reporting Person directly owned 498,251 shares of Class A common stock after such stock option exercise.
|
|
(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 $28.65 to $29.10 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 U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.
|
|
(6)
|
The original Form 4, filed on September 18, 2024, is being amended by this Form 4 amendment solely to correct an administrative error. The original Form 4 inadvertently reported that the Reporting Person owned 455,415 shares of Class A common stock after the sale of Class A common stock. However, as reported in this amended Form 4, the Reporting Person directly owned 473,083 shares of Class A common stock after such sale.
|
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
