Langley Steinert - Feb 24, 2025 Form 4 Insider Report for CarGurus, Inc. (CARG)

Signature
/s/ Suzanne Murray, as attorney-in-fact
Stock symbol
CARG
Transactions as of
Feb 24, 2025
Transactions value $
-$2,133,621
Form type
4
Date filed
2/26/2025, 04:58 PM
Previous filing
Feb 24, 2025
Next filing
Feb 28, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CARG Class A Common Stock Sale -$136K -4.54K -0.91% $29.98 492K Feb 24, 2025 Direct F1, F2
transaction CARG Class A Common Stock Sale -$498K -16.1K -3.28% $30.90 475K Feb 24, 2025 Direct F1, F3
transaction CARG Class A Common Stock Sale -$15.1K -503 -6.5% $29.98 7.24K Feb 24, 2025 See Footnote F1, F2, F4
transaction CARG Class A Common Stock Sale -$55.3K -1.79K -24.71% $30.90 5.45K Feb 24, 2025 See Footnote F1, F3, F4
transaction CARG Class A Common Stock Sale -$274K -8.9K -1.87% $30.80 467K Feb 25, 2025 Direct F1, F5
transaction CARG Class A Common Stock Sale -$368K -11.7K -2.52% $31.35 455K Feb 25, 2025 Direct F1, F6
transaction CARG Class A Common Stock Sale -$30.4K -988 -18.13% $30.80 4.46K Feb 25, 2025 See Footnote F1, F4, F5
transaction CARG Class A Common Stock Sale -$40.9K -1.3K -29.22% $31.35 3.16K Feb 25, 2025 See Footnote F1, F4, F6
transaction CARG Class A Common Stock Conversion of derivative security $0 +693K +152.45% $0.00 1.15M Feb 25, 2025 Direct F7
transaction CARG Class A Common Stock Conversion of derivative security $0 +77.1K +2439.06% $0.00 80.2K Feb 25, 2025 See Footnote F4, F7
transaction CARG Class A Common Stock Sale -$645K -20.6K -1.8% $31.23 1.13M Feb 26, 2025 Direct F1, F8
transaction CARG Class A Common Stock Sale -$71.6K -2.29K -2.86% $31.23 77.9K Feb 26, 2025 See Footnote F1, F4, F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CARG Class B Common Stock Conversion of derivative security $0 -693K -5.25% $0.00 12.5M Feb 25, 2025 Class A Common Stock 693K Direct F7, F9
transaction CARG Class B Common Stock Conversion of derivative security $0 -77.1K -4.35% $0.00 1.69M Feb 25, 2025 Class A Common Stock 77.1K See Footnote F4, F7, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
F2 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.57 to $30.5699 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 U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.57 to $31.11 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 U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.
F4 These shares are owned directly by The Langley Steinert Irrevocable Family Trust dated June 21, 2004, of which the Reporting Person's children are the beneficiaries. The Reporting Person may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.
F5 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.131 to $31.1309 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 U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.
F6 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.131 to $31.6201 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 U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.
F7 Represents the conversion of Class B Common Stock into Class A Common Stock at the Reporting Person's election.
F8 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.80 to $31.57 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 U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.
F9 Each share of Class B Common Stock has no expiration date and 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 and any Family Member or 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.