X0306 4 2018-04-11 0 0001494259 CarGurus, Inc. CARG 0001719192 Caputo Thomas Michael 2 CANAL PARK, 4TH FLOOR CAMBRIDGE MA 02141 0 1 0 0 Sr. VP, Product Class A Common Stock 2018-04-11 4 M 0 41256 0.00 A 61256 D Class A Common Stock 2018-04-11 4 M 0 20628 A 127256 D Class A Common Stock 2018-04-11 4 F 0 24925 38.06 D 102331 D Class A Common Stock 2018-04-12 4 S 0 6850 33.89 D 95481 D Restricted Stock Units 2018-04-11 4 M 0 41256 0.00 D Class B Common Stock 41256 90744 D Class B Common Stock 0.00 2018-04-11 4 M 0 41256 0.00 A Class A Common Stock 41256 41256 D Class B Common Stock 0.00 2018-04-11 4 M 0 41256 0.00 D Class A Common Stock 41256 0 D Restricted Stock Units 2018-04-11 4 M 0 20628 0.00 D Class A Common Stock 20628 0 D Represents the conversion of Class B common stock into Class A common stock at the Reporting Person's election. The reported transaction represents the conversion of restricted stock units ("RSUs") into shares of Class A common stock. The Reporting Person has previously reported the October 11, 2017 award of RSUs convertible into shares of Class A common stock in Table II of Form 4. The total reported in Column 5 includes the 64,122 previously reported unvested RSUs convertible into shares of Class A common stock and 63,134 shares of Class A common stock. Such RSUs convert into shares of Class A common stock on a one-for-one basis. Shares withheld for payment of tax liability upon vesting of RSUs. Such RSUs convert into shares of Class B common stock on a one-for-one basis. On October 11, 2017, the Reporting Person was granted 132,000 RSUs convertible into shares of Class B common stock. The RSUs are subject to a liquidity-based vesting requirement, which was satisfied in connection with the Issuer's initial public offering (the "IPO"), and a service-based vesting requirement. Subject to the Reporting Person's continued employment, 25% of the RSUs vested on January 4, 2018 and 6.25% of the RSUs vest (or have vested, as applicable) on the last day of each three-month period thereafter until January 4, 2021. Currently vested RSUs settled 180 days after the date the liquidity-based vesting requirement was satisfied (April 11, 2018). Thereafter, any vested RSUs will settle within 60 days of the date of vesting. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder and has no expiration date. On October 11, 2017, the Reporting Person was granted 66,000 RSUs convertible into shares of Class A common stock. The RSUs are subject to a liquidity-based vesting requirement, which was satisfied in connection with the IPO, and a service-based vesting requirement. Subject to the Reporting Person's continued employment, 25% of the RSUs vested on January 4, 2018 and 6.25% of the RSUs vest (or have vested, as applicable) on the last day of each three-month period thereafter until January 4, 2021. Currently vested RSUs settled 180 days after the date the liquidity-based vesting requirement was satisfied (April 11, 2018). Thereafter, any vested RSUs will settle within 60 days of the date of vesting. The Reporting Person has elected to report the remaining unvested 45,372 shares of Class A common stock underlying this RSU on Table I on subsequent reports (see footnote 2). This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.41 to $34.35 per share, inclusive. Information regarding the number of shares sold at each separate price will be made available from the Reporting Person upon request by the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer. /s/ Kathleen Patton, as attorney-in-fact 2018-04-13