SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
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1. Name and Address of Reporting Person*
Lomeli Kyle

(Last) (First) (Middle)
2 CANAL PARK
4TH FLOOR

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2019
3. Issuer Name and Ticker or Trading Symbol
CarGurus, Inc. [ CARG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 59,080(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) (2) 10/15/2025 Class A Common Stock 9,400 $6.78 D
Employee Stock Option (Right to Buy) (3) 10/15/2025 Class B Common Stock 18,800 $6.78 D
Explanation of Responses:
1. The total reported in column 2 includes 25,235 shares issuable upon settlement of restricted stock units ("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, such RSUs will vest as follows: (i) 6.25% of the 22,650 RSUs initially granted to the Reporting Person will vest on April 1, 2019 and every quarter thereafter until January 1, 2022; and (ii) 6.25% of the 9,425 RSUs initially granted to the Reporting Person will vest on May 1, 2019 and every quarter thereafter until August 1, 2022.
2. This option was granted on October 15, 2015 and is currently vested and exercisable with respect to 7,642 shares of Class A common stock underlying the option. 586 shares of Class A common stock subject to the option will vest and become exercisable on each of April 15, 2019, July 15, 2019 and October 15, 2019.
3. This option was granted on October 15, 2015 and is currently vested and exercisable with respect to 15,284 shares of Class B common stock underlying the option. 1,172 shares of Class B common stock subject to the option will vest and become exercisable on each of April 15, 2019, July 15, 2019 and October 15, 2019.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Kathleen Patton, as attorney-in-fact 02/15/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.