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