Statement of Changes in Beneficial Ownership (4)
February 12 2020 - 5:02PM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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3235-0287
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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
*
BELL GEORGE |
2. Issuer Name and Ticker or Trading Symbol
Care.com Inc
[
CRCM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CARE.COM, INC., 77 FOURTH AVENUE, 5TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/11/2020 |
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(Street)
WALTHAM, MA 02451
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, $0.001 par value | 1/24/2020 | | G |
V
| 13750 | D | $0 | 37192 | D | |
| Common Stock, $0.001 par value | 2/11/2020 | | U | | 37192 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 | (2) | 2/11/2020 | | D | | | 4728 | (2) | (2) | Common Stock | 4728 | (2) | 0 | D | |
| Restricted Stock Units | (2) | 2/11/2020 | | D | | | 8108 | (2) | (2) | Common Stock | 8108 | (2) | 0 | D | |
| Restricted Stock Units | (2) | 2/11/2020 | | D | | | 7145 | (2) | (2) | Common Stock | 7145 | (2) | 0 | D | |
| Explanation of Responses: |
| (1) | Reflects disposition following a tender pursuant to the offer by Buzz Merger Sub Inc. ("Merger Sub") to purchase all of the Issuer's outstanding common stock at a price of $15.00 per share in cash, without interest, less any applicable withholding taxes, upon the terms and conditions set forth in Merger Sub's Offer to Purchase, dated January 13, 2020, and the related letter of transmittal. |
| (2) | Reflects disposition pursuant to that certain Agreement and Plan of Merger, dated December 20, 2019, by and among IAC/InterActiveCorp, Merger Sub and the Issuer, pursuant to which Merger Sub merged with and into the Issuer on February 11, 2020 (the "Merger"). At the effective time of the Merger, each Issuer restricted stock unit held by the Reporting Person became fully vested and was cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes, equal to (x) the total number of shares of Issuer common stock underlying such restricted stock units multiplied by (y) $15.00. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units do not have an expiration date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
BELL GEORGE
C/O CARE.COM, INC.
77 FOURTH AVENUE, 5TH FLOOR
WALTHAM, MA 02451 | X |
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Signatures
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| /s/ Melanie Goins, as Attorney-in-Fact for George Bell | | 2/12/2020 |
| **Signature of Reporting Person | Date |
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