0001104659-17-062764.txt : 20171018
0001104659-17-062764.hdr.sgml : 20171018
20171018163504
ACCESSION NUMBER: 0001104659-17-062764
CONFORMED SUBMISSION TYPE: 3/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171011
FILED AS OF DATE: 20171018
DATE AS OF CHANGE: 20171018
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Parafestas Anastasios
CENTRAL INDEX KEY: 0001556198
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38233
FILM NUMBER: 171142944
MAIL ADDRESS:
STREET 1: C/O THE BOLLARD GROUP LLC
STREET 2: ONE JOY STREET
CITY: BOSTON
STATE: MA
ZIP: 02108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Spinnaker Capital LLC
CENTRAL INDEX KEY: 0001719281
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38233
FILM NUMBER: 171142939
BUSINESS ADDRESS:
STREET 1: 1 JOY STREET
CITY: BOSTON
STATE: MA
ZIP: 02108
BUSINESS PHONE: 6177205800
MAIL ADDRESS:
STREET 1: 1 JOY STREET
CITY: BOSTON
STATE: MA
ZIP: 02108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Promerica Capital LLC
CENTRAL INDEX KEY: 0001718991
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38233
FILM NUMBER: 171142942
BUSINESS ADDRESS:
STREET 1: 1 JOY STREET
CITY: BOSTON
STATE: MA
ZIP: 02108
BUSINESS PHONE: 6177205800
MAIL ADDRESS:
STREET 1: 1 JOY STREET
CITY: BOSTON
STATE: MA
ZIP: 02108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RWS 2006 Family Trust
CENTRAL INDEX KEY: 0001718994
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38233
FILM NUMBER: 171142940
BUSINESS ADDRESS:
STREET 1: 1 JOY STREET
CITY: BOSTON
STATE: MA
ZIP: 02108
BUSINESS PHONE: 617-720-5800
MAIL ADDRESS:
STREET 1: 1 JOY STREET
CITY: BOSTON
STATE: MA
ZIP: 02108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Argonaut 22 LLC
CENTRAL INDEX KEY: 0001718998
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38233
FILM NUMBER: 171142941
BUSINESS ADDRESS:
STREET 1: 1 JOY STREET
CITY: BOSTON
STATE: MA
ZIP: 02108
BUSINESS PHONE: 6177205800
MAIL ADDRESS:
STREET 1: 1 JOY STREET
CITY: BOSTON
STATE: MA
ZIP: 02108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GC Holdings Investors LLC
CENTRAL INDEX KEY: 0001718990
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38233
FILM NUMBER: 171142943
BUSINESS ADDRESS:
STREET 1: 1 JOY STREET
CITY: BOSTON
STATE: MA
ZIP: 02108
BUSINESS PHONE: 6177205800
MAIL ADDRESS:
STREET 1: 1 JOY STREET
CITY: BOSTON
STATE: MA
ZIP: 02108
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CarGurus, Inc.
CENTRAL INDEX KEY: 0001494259
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 043843478
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2 CANAL PARK
STREET 2: 4TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02141
BUSINESS PHONE: 617 354 0068
MAIL ADDRESS:
STREET 1: 2 CANAL PARK
STREET 2: 4TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02141
FORMER COMPANY:
FORMER CONFORMED NAME: Cargurus LLC
DATE OF NAME CHANGE: 20100615
3/A
1
a3a.xml
3/A
X0206
3/A
2017-10-11
2017-10-11
0
0001494259
CarGurus, Inc.
CARG
0001556198
Parafestas Anastasios
ONE JOY STREET
BOSTON
MA
02108
1
0
1
0
0001718994
RWS 2006 Family Trust
ONE JOY STREET
BOSTON
MA
02108
0
0
1
0
0001719281
Spinnaker Capital LLC
ONE JOY STREET
BOSTON
MA
02108
0
0
1
0
0001718990
GC Holdings Investors LLC
ONE JOY STREET
BOSTON
MA
02108
0
0
1
0
0001718991
Promerica Capital LLC
ONE JOY STREET
BOSTON
MA
02108
0
0
1
0
0001718998
Argonaut 22 LLC
ONE JOY STREET
BOSTON
MA
02108
0
0
1
0
Class A Common Stock
100000
D
Class B Common Stock
Class A Common Stock
200000
D
Series A Convertible Preferred Stock
Class A Common Stock
4762448
I
See Footnote
Series B Convertible Preferred Stock
Class A Common Stock
4749859
I
See Footnote
Series C Convertible Preferred Stock
Class A Common Stock
5718912
I
See Footnote
Series A Convertible Preferred Stock
Class A Common Stock
1573309
I
See Footnote
Series B Convertible Preferred Stock
Class A Common Stock
1604886
I
See Footnote
Series C Convertible Preferred Stock
Class A Common Stock
1405812
I
See Footnote
Series A Convertible Preferred Stock
Class A Common Stock
1573309
I
See Footnote
Series B Convertible Preferred Stock
Class A Common Stock
1662816
I
See Footnote
Series C Convertible Preferred Stock
Class A Common Stock
621966
I
See Footnote
Series A Convertible Preferred Stock
Class A Common Stock
1020522
I
See Footnote
Series B Convertible Preferred Stock
Class A Common Stock
1752864
I
See Footnote
Series C Convertible Preferred Stock
Class A Common Stock
242028
I
See Footnote
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,
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.
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.
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.
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.
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.
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.
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.
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.
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
2017-10-18
/s/ Anastasios Parafestas, Manager of Spinnaker Capital LLC, which is the Managing Member of Argonaut 22 LLC
2017-10-18
/s/ Anastasios Parafestas, Vice President of Promerica, Inc., which the Manager of Promerica Capital LLC
2017-10-18
/s/ Anastasios Parafestas, Manager of Gore Creek LLC, which is the Manager of GC Holdings Investors LLC
2017-10-18
/s/ Anastasios Parafestas, Manager of Spinnaker Capital LLC
2017-10-18
/s/ Anastasios Parafestas, Co-Trustee of The RWS 2006 Family Trust
2017-10-18