0001104659-18-021503.txt : 20180330 0001104659-18-021503.hdr.sgml : 20180330 20180330140904 ACCESSION NUMBER: 0001104659-18-021503 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180330 DATE AS OF CHANGE: 20180330 GROUP MEMBERS: PROMERICA INC. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90145 FILM NUMBER: 18725711 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Promerica Capital LLC CENTRAL INDEX KEY: 0001718991 IRS NUMBER: 043384768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G 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 SC 13G 1 a18-9375_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

CARGURUS, INC.

(Name of Issuer)

Class A common stock, par value $0.001 per share

(Title of Class of Securities)

141788109

(CUSIP Number)

N/A

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

 

1

Name of Reporting Persons.
Promerica Capital LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
State of Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
4,126,007

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
4,126,007

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,126,007

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.3%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

2


 

 

1

Name of Reporting Persons.
Promerica Inc.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
State of Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
4,126,007

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
4,126,007

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,126,007

 

 

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.3%

 

 

12

Type of Reporting Person (See Instructions)
CO

 

3


 

Item 1.

 

(a)

Name of Issuer
CarGurus, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
2 Canal Park, 4th Floor

Cambridge, Massachusetts 02141

 

Item 2.

 

(a)

Name of Person Filing
This Schedule 13G is filed on behalf of each of (i) Promerica Capital LLC, a direct holder of Issuer’s Class A Common Stock, $0.01 par value per share (the “Common Stock”), and (ii) Promerica Inc., the Manager of Promerica Capital LLC, (collectively, the “Reporting Persons”).

 

The Reporting Persons previously jointly filed on a Schedule 13G with Anastasios Parafestas, Argonaut 22 LLC, Spinnaker Capital LLC, the RWS 2006 Family Trust, John, J. Prior Jr., as a co-trustee of the RWS 2006 Family Trust, and Nancy B. Peretsman, as a co-trustee of the RWS 2006 Family Trust, pursuant to a joint filing agreement dated  February 14, 2018, because Mr. Parafestas was the Executive Vice President of Promerica Inc. and Manager of Gore Creek LLC until his resignation on March 5, 2018. Following Mr. Parafestas’ resignation, on March 29, 2018, the Reporting Persons provided written notice to Mr. Parafestas, Argonaut 22 LLC, Spinnaker Capital LLC, the RWS 2006 Family Trust, Mr. Prior and Ms. Peretsman that they were terminating the joint filing agreement entered into on February 14, 2018.

 

(b)

Address of Principal Business Office or, if none, Residence
The principal business address for each of Promerica Capital LLC and Promerica Inc. is One Joy Street, Boston, Massachusetts 02108.

 

(c)

Citizenship
Promerica Capital LLC is a Delaware limited liability company.

Promerica Inc. is a Delaware corporation.

 

(d)

Title of Class of Securities
Class A common stock, par value $0.001 per share

 

(e)

CUSIP Number
141788109

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

4


 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:   

Promerica Capital LLC      4,126,007

Promerica Inc.      4,126,007

 

(b)

Percent of class:   

Promerica Capital LLC      5.3%

Promerica Inc.      5.3%

The percentage amount for the Reporting Persons is based on 77,890,576 shares of Class A common stock outstanding as of February 23, 2018, as set forth in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Securities and Exchange Commission on March 1, 2018.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:

Promerica Capital LLC      0

Promerica Inc.      0

 

 

(ii)

Shared power to vote or to direct the vote:

Promerica Capital LLC      4,126,007

Promerica Inc.      4,126,007

 

 

(iii)

Sole power to dispose or to direct the disposition of:

Promerica Capital LLC      0

Promerica Inc.      0

 

 

(iv)

Shared power to dispose or to direct the disposition of:

Promerica Capital LLC      4,126,007

Promerica Inc.      4,126,007

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

 

5


 

Item 10.

Certification.

Not applicable.

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: March 30, 2018

 

 

 

PROMERICA CAPITAL LLC

 

By: Promerica, Inc., its Manager

 

 

 

/s/ Peter M. Nicholas

 

Name:

Peter M. Nicholas

 

Title:

President

 

 

 

PROMERICA, INC.

 

 

 

/s/ Peter M. Nicholas

 

Name:

Peter M. Nicholas

 

Title:

President

 

6