SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/11/2017 | 3. Issuer Name and Ticker or Trading Symbol CarGurus, Inc. [ CARG ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 9,111,626 | D | |
Class A Common Stock | 1,042,768 | I | See footnote(1) |
Class A Common Stock | 10,368 | I | See footnote(2) |
Class A Common Stock | 10,368 | I | See footnote(3) |
Class A Common Stock | 10,368 | I | See footnote(4) |
Class A Common Stock | 10,368 | I | See footnote(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | (6)(7) | (6)(7) | Class A Common Stock | 18,223,252 | (6)(7) | D | |
Series A Convertible Preferred Stock | (8) | (8) | Class A Common Stock | 2,285,485 | (8) | D | |
Series B Convertible Preferred Stock | (9) | (9) | Class A Common Stock | 768,348 | (9) | D | |
Series C Convertible Preferred Stock | (10) | (10) | Class A Common Stock | 263,826 | (10) | D | |
Class B Common Stock | (6)(7) | (6)(7) | Class A Common Stock | 2,085,536 | (6)(7) | I | See footnote(1) |
Class B Common Stock | (6)(7) | (6)(7) | Class A Common Stock | 20,736 | (6)(7) | I | See footnote(2) |
Class B Common Stock | (6)(7) | (6)(7) | Class A Common Stock | 20,736 | (6)(7) | I | See footnote(3) |
Class B Common Stock | (6)(7) | (6)(7) | Class A Common Stock | 20,736 | (6)(7) | I | See footnote(4) |
Class B Common Stock | (6)(7) | (6)(7) | Class A Common Stock | 20,736 | (6)(7) | I | See footnote(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. 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. |
2. 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. |
3. 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. |
4. These shares 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. |
5. 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. |
6. Upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-220495) under the Securities Act of 1933, as amended (the "IPO"), each share of Class B Common Stock will be convertible into one share of Class A Common Stock at the option of the reporting person or automatically 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 effective upon such closing, and upon the date falling after the first to occur of the death of the reporting person'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 |
7. (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. |
8. 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 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. |
9. 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. |
10. 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. |
Remarks: |
Exhibit 24.1 - Power of Attorney of Langley Steinert Exhibit 24.2 - Power of Attorney of The Langley Steinert Irrevocable Family Trust dated June 21, 2004 |
/s/ Kathleen Patton, as attorney-in-fact for Langley Steinert | 10/11/2017 | |
/s/ Kathleen Patton, as attorney-in-fact for The Langley Steinert Irrevocable Family Trust dated June 21, 2004 | 10/11/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |