CarGurus Inc
For the period ended Dec 31, 2023. Filed Feb 26, 2024.
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FY2023 · Filed Feb 26, 2024
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Item 9B. Other Information
Rule 10b5-1 Plan Trading Arrangements
During the three months ended December 31, 2023, each of the following officers adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies on insider trading:
| Name & Title | Date Adopted | Aggregate Number/Dollar Value of Shares of Class A Common Stock to be Purchased or Sold Pursuant to Trading Arrangement | Expiration Date(1) |
|---|---|---|---|
| Andrea Eldridge,Chief People Officer | November 15, 2023 | 37,716 shares to be sold | November 29, 2024 |
| Matthew Quinn,Chief Technology Officer | December 5, 2023 | $45,000 in shares to be sold | December 31, 2024 |
| Dafna Sarnoff,Chief Marketing Officer | December 15, 2023 | 73,817 shares to be sold(2) | March 31, 2025 |
| Samuel Zales,President and Chief Operating Officer | November 22, 2023 | 421,220 shares to be sold(2)(3) | January 31, 2025 |
| Javier Zamora,General Counsel and Corporate Secretary | November 10, 2023 | 25,778 shares to be sold(2) | March 1, 2024 |
(1) The Rule 10b5-1 trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table. The arrangement also provides for automatic expiration in the event of liquidation, dissolution, bankruptcy, insolvency, or death of the adopting person.
(2) The Rule 10b5-1 trading arrangement includes the sale of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to such officer’s Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have reported the gross number of shares to be received upon the future vesting of such equity awards, before subtracting any shares to be withheld by us to satisfy applicable taxes in connection with such future vesting events.
(3) The Rule 10b5-1 trading arrangement is intended to permit Mr. Zales to exercise and sell expiring stock options, subject to certain price limits.
Other than those disclosed above, none of our directors or officers adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” in each case as defined in Item 408 of Regulation S-K.
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