UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2019
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________ to _________________
Commission File Number: 001-38233
CARGURUS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 04-3843478 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2 Canal Park, 4th Floor Cambridge, Massachusetts | 02141 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617) 354-0068
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Exchange on Which Registered |
Class A Common Stock, par value $0.001 per share | CARG
| The Nasdaq Stock Market LLC (Nasdaq Global Select Market)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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| Accelerated filer |
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Non-accelerated filer |
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| Small reporting company |
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| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 31, 2019, the registrant had 90,879,216 shares of Class A common stock, $0.001 par value per share, and 20,702,084 shares of Class B common stock, par value $0.001 per share, outstanding.
Explanatory Note
This Form 10-Q/A is filed as an amendment (“Amendment No. 1”) to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 6, 2019 (the “Original Form 10-Q”) by CarGurus, Inc. (the “Company”), solely to correct a clerical error on the cover page of the Original Form 10-Q, which incorrectly stated that the number of shares of the Company’s Class A common stock, $0.001 par value per share (the “Class A Common Stock”), outstanding as of July 31, 2019 was 111,581,300. The cover page of this Amendment No. 1 correctly states that the number of shares of the Company’s Class A Common Stock outstanding on July 31, 2019 was 90,879,216.
No other changes have been made to the Original Form 10-Q. This Amendment No. 1 is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the correction previously described.
PART II—OTHER INFORMATION
Item 6. Exhibits.
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Exhibit Number |
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| Form |
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| Filing Date |
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10.1# |
| Consulting Agreement, dated April 1, 2019, by and between the Registrant and Oliver Chrzan. |
| 10-Q |
| 001-38233 |
| 2019-08-06 |
| 10.1 |
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31.1 |
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31.2 |
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32.1* |
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32.2* |
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104 |
| The cover page from the Registrant’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2019, formatted in Inline XBRL. |
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# | Indicates a management contract or compensatory plan. |
* | The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q/A and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| CarGurus, Inc. | |
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Date: August 7, 2019 |
| By: | /s/ Jason Trevisan |
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| Jason Trevisan |
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| Chief Financial Officer (signing on behalf of the registrant as Principal Financial and Accounting Officer) |
