SEC FORM 3

SEC FORM 3 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^*

Fredo Scot Christopher

(Last)

(First)

(Middle)

2 CANAL PARK

4TH FLOOR

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/18/2021

3. Issuer Name and Ticker or Trading Symbol
CarGurus, Inc. [ CARG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO and Treasurer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	33,883⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Units	⁽²⁾	⁽²⁾	Class B Common Stock	448	0	D

Explanation of Responses:

1. The total reported in column 2 includes 18,303 shares issuable upon settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. Subject to the Reporting Person's continuous service as an employee of the Issuer, such RSUs will vest as follows: (i) 6.25% of the 1,800 RSUs initially granted to the Reporting Person will vest on each of February 4, 2021 and May 4, 2021; (ii) 6.25% of the 3,500 RSUs initially granted to the Reporting Person will vest on April 1, 2021 and every quarter thereafter until January 1, 2022; (iii) 6.25% of the 8,300 RSUs initially granted to the Reporting Person will vest on April 1, 2021 and every quarter thereafter until January 1, 2022; (iv) 6.25% of the 7,023 RSUs initially granted to the Reporting Person will vest on April 1, 2021 and every quarter thereafter until January 1, 2023; (v) 6.25% of the 2,541 RSUs initially granted to the Reporting Person will vest on April 1, 2021 and every quarter thereafter until January 1, 2023; and (vi) 6.25% of the 13,794 RSUs initially granted to the Reporting Person will vest on April 1, 2021 and every quarter thereafter until January 1, 2024.

2. On May 4, 2017, the Reporting Person was granted 3,600 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, and a service-based vesting requirement. Subject to the Reporting Person's continued employment, 25% of the RSUs vested on May 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 May 4, 2021. Any vested RSUs will settle within 60 days of the date of vesting.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Kathleen Patton, as attorney-in-fact	01/27/2021
	** 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.

SEC Form 3: Christopher Scot Fredo claimed ownership of 33,883 units of Class A Common Stock