X0206 3/A 2017-10-11 2017-10-11 0 0001494259 CarGurus, Inc. CARG 0001719138 Steinert Langley 2 CANAL PARK, 4TH FLOOR CAMBRIDGE MA 02141 1 1 1 0 CEO, President & COB 0001719249 Langley Steinert Irrevocable Family Trust dated June 21, 2004 2 CANAL PARK, 4TH FLOOR CAMBRIDGE MA 02141 0 0 1 0 Class A Common Stock 9111626 D Class A Common Stock 1042768 I See footnote Class A Common Stock 10368 I See footnote Class A Common Stock 10368 I See footnote Class A Common Stock 10368 I See footnote Class A Common Stock 10368 I See footnote Class B Common Stock Class A Common Stock 18223252 D Series A Convertible Preferred Stock Class A Common Stock 2285485 D Series B Convertible Preferred Stock Class A Common Stock 768348 D Series C Convertible Preferred Stock Class A Common Stock 263826 D Class B Common Stock Class A Common Stock 2085536 I See footnote Class B Common Stock Class A Common Stock 20736 I See footnote Class B Common Stock Class A Common Stock 20736 I See footnote Class B Common Stock Class A Common Stock 20736 I See footnote Class B Common Stock Class A Common Stock 20736 I See footnote These shares are owned directly by The Langley Steinert Irrevocable Family Trust dated June 21, 2004, of which Langley Steinert's children are the beneficiaries. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares. These shares are owned directly by an irrevocable family trust, of which Langley Steinert's mother is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares. These shares are owned directly by an irrevocable family trust, of which Langley Steinert's brother is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares. These shares are owned directly by an irrevocable family trust, of which Langley Steinert's mother-in-law is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares. These shares are owned directly by an irrevocable family trust, of which Langley Steinert's brother is the beneficiary. Langley Steinert may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares. 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 either 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. 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 4, 6 and 7. /s/ Kathleen Patton, as attorney-in-fact for Langley Steinert 2017-10-18 /s/ Kathleen Patton, as attorney-in-fact for The Langley Steinert Irrevocable Family Trust dated June 21, 2004 2017-10-18