Sec Form 3 Filing - Fredo Scot Christopher @ CarGurus, Inc. - 2021-01-18

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol CarGurus, Inc. [ CARG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO and Treasurer (Last) (First) (Middle) 2 CANAL PARK, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/18/2021 (Street) CAMBRIDGE, MA02141 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 33,883 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units $ 0 ( 2 ) ( 2 ) Class B Common Stock 448 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fredo Scot Christopher 2 CANAL PARK 4TH FLOOR CAMBRIDGE, MA02141 CFO and Treasurer Signatures /s/ Kathleen Patton, as attorney-in-fact 01/27/2021 Signature of Reporting Person Date

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

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