0001127602-21-030670.txt : 20211209 0001127602-21-030670.hdr.sgml : 20211209 20211209182709 ACCESSION NUMBER: 0001127602-21-030670 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211208 FILED AS OF DATE: 20211209 DATE AS OF CHANGE: 20211209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarnoff Dafna CENTRAL INDEX KEY: 0001897130 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38233 FILM NUMBER: 211483131 MAIL ADDRESS: STREET 1: C/O CARGURUS, INC. STREET 2: 2 CANAL PARK, 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02141 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 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2021-12-08 0001494259 CarGurus, Inc. CARG 0001897130 Sarnoff Dafna 2 CANAL PARK 4TH FLOOR CAMBRIDGE MA 02141 1 Chief Marketing Officer Class A Common Stock 2021-12-08 4 A 0 29365 0 A 29365 D Stock Option 38.31 2021-12-08 4 A 0 31128 0 A 2031-12-08 Class A Common Stock 31128 31128 D Performance-Based Restricted Stock Units 0 2021-12-08 4 A 0 14682 0 A Class A Common Stock 14682 14682 D Represents 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, 25% of the RSUs will vest on December 1, 2022 and 6.25% of the RSUs will vest on the last day of each three-month period thereafter until December 1, 2025. Such vesting may be accelerated in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan (the "2017 Plan")). Subject to the Reporting Person's continuous service as an employee of the Issuer, 25% of the shares underlying the stock option will vest on December 1, 2022 and 6.25% of the shares underlying the stock option will vest on the last day of each three-month period thereafter until December 1, 2025. Such vesting may be accelerated in connection with a Change of Control (as defined in the 2017 Plan). Each performance-based RSU ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock, based on the Issuer's total shareholder return ("TSR") compared to pre-established relative TSR goals, based on the median TSR of the TSR of the companies that comprise the S&P 500 Index as of the day before the applicable performance period, that were set by the Compensation Committee of the Issuer's Board of Directors. The aggregate number of shares issued may range from zero (0) shares to 200% of the target number of shares reported in columns 7 and 9 of this report. Between zero (0) and 200% of one-half of the PSUs will vest, if at all, on each of December 31, 2024 and December 31, 2025. Such vesting may be accelerated in connection with a Change of Control (as defined in the 2017 Plan) or if the Reporting Person's service is terminated by the Issuer without Cause or by the Reporting Person for Good Reason (each as defined in the Reporting Person's PSU grant agreement). Any vested PSUs will settle within 60 days of the date of vesting. /s/ Josh Goldstein, as attorney-in-fact 2021-12-09