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