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SC 13G/A Filing
CarGurus (CARG) SC 13G/ACarGurus / Steinert Langley ownership change
Filed: 13 Feb 25, 5:33pm
SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 7
)*
|
CarGurus, Inc. (Name of Issuer) |
Class A common stock, par value $0.001 per share (Title of Class of Securities) |
141788109 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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SCHEDULE 13G |
CUSIP No. | 141788109 |
1 | Names of Reporting Persons Langley Steinert | ||||||||
2 | Check the appropriate box if a member of a Group (see
instructions) ![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization UNITED STATES | ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 13,940,622.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) ![]() | ||||||||
11 | Percent of class represented by amount in row (9) 13.8 % | ||||||||
12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
Item 1. | ||
(a) | Name of issuer: CarGurus, Inc. | |
(b) | Address of issuer's principal executive
offices: 1001 Boylston Street, 16th Floor, Boston, Massachusetts 02115 | |
Item 2. | ||
(a) | Name of person filing: This amendment to Schedule 13G is filed by Langley Steinert, the Executive Chair and Chair of the Board of Directors of the Issuer (the "Reporting Person").
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(b) | Address or principal business office or, if
none, residence: The principal business address for the Reporting Person is c/o 1001 Boylston Street, 16th Floor, Boston, Massachusetts 02115. | |
(c) | Citizenship: The Reporting Person is a United States citizen. | |
(d) | Title of class of securities: Class A common stock, par value $0.001 per share | |
(e) | CUSIP No.: 141788109 | |
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
(a) | ![]() | |
(b) | ![]() | |
(c) | ![]() | |
(d) | ![]() | |
(e) | ![]() | |
(f) | ![]() | |
(g) | ![]() | |
(h) | ![]() | |
(i) | ![]() | |
(j) | ![]() please specify the type of institution: | |
(k) | ![]() | |
Item 4. | Ownership | |
(a) | Amount beneficially owned: The Reporting Person owns 13,940,622 shares of Class A Common Stock, representing (i) 698,999 shares of Class A Common Stock, (ii) 23,833 shares of Class A Common Stock underlying restricted stock units that will vest within 60 days after December 31, 2024, (iii) 2,282 shares of Class A Common Stock underlying options that will vest and become exercisable within 60 days after December 31, 2024, and (iv) 13,215,508 shares of the Issuer's Class B common stock, par value $0.001 per share ("Class B Common Stock"), which are convertible on a one-for-one basis into shares of Class A Common Stock at any time at the election of the Reporting Person. The Reporting Person has sole voting and dispositive power with respect to these shares.
The number of shares of Class A Common Stock herein reported as beneficially owned by the Reporting Person does not include shares of Class A Common Stock that are owned directly by The Langley Steinert Irrevocable Family Trust dated June 21, 2004. The Reporting Person is neither trustee for nor beneficiary of such trust and therefore has neither voting nor dispositive power with respect to these shares. The Reporting Person expressly disclaims beneficial ownership of such shares. | |
(b) | Percent of class: The Reporting Person owns 13.8% of the total Class A Common Stock outstanding.
The percentage amount for the Reporting Person is based on 87,950,796 shares of Class A Common Stock outstanding as of October 31, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the U.S. Securities and Exchange Commission on November 7, 2024.
Shares of Class B Common Stock are convertible on a one-for-one basis into shares of Class A Common Stock at any time at the option of the Reporting Person on a one-for-one basis. The percentage of beneficial ownership assumes the conversion of all of the shares of the Class B Common Stock held by the Reporting Person. % | |
(c) | Number of shares as to which the person has: | |
(i) Sole power to vote or to direct the vote: 13,940,622 shares of Class A Common Stock | ||
(ii) Shared power to vote or to direct the
vote: 0 shares of Class A Common Stock | ||
(iii) Sole power to dispose or to direct the
disposition of: 13,940,622 shares of Class A Common Stock | ||
(iv) Shared power to dispose or to direct the
disposition of: 0 shares of Class A Common Stock | ||
Item 5. | Ownership of 5 Percent or Less of a Class. | |
Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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Item 10. | Certifications: |
Not Applicable
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SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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