Care.com (CRCM) Form 3 Care.com / Capital 2016 GP, L.L.C. Google ownership change

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^*

Google Capital 2016, L.P.

(Last) (First) (Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2016

3. Issuer Name and Ticker or Trading Symbol
Care.com Inc [ CRCM ]

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

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

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

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

	Form filed by One Reporting Person
X	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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Preferred Stock, Series A	(1)	(1)	Common Stock	4,414,286	10.5(1)	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Google Capital 2016, L.P.

(Last) (First) (Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Google Capital 2016 GP, L.L.C.

(Last) (First) (Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOOGLE INC.

(Last) (First) (Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Alphabet Inc.

(Last) (First) (Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

Explanation of Responses:

1. The Convertible Preferred Stock, Series A, par value $0.001 per share (the "Convertible Preferred Stock"), is convertible at any time and has no expiration date. Care.com, Inc. may mandatorily convert the Convertible Preferred Stock into Common Stock (i) at any time after the seventh anniversary of June 29, 2016 (the "Closing Date"), and (ii) between the fifth anniversary and the seventh anniversary of the Closing Date, if certain conditions are met.

2. Google Capital 2016, L.P. directly holds shares of the Convertible Preferred Stock. Google Capital 2016 GP, L.L.C., the general partner of Google Capital 2016, L.P., Google Inc., the managing member of Google Capital 2016 GP, L.L.C., and Alphabet Inc., the sole stockholder of Google Inc., may each be deemed to have sole power to vote and dispose of these shares. Each of Google Capital 2016 GP, L.L.C., Google Inc., and Alphabet Inc. disclaims beneficial ownership of the Convertible Preferred Stock, except to the extent of any pecuniary interest therein.

Remarks:

	Google Capital 2016, L.P., by Google Capital 2016 GP, L.L.C., its General Partner, by: /s/ Jeremiah Gordon, Name: Jeremiah Gordon, Title: General Counsel and Secretary	07/11/2016
	Google Capital 2016 GP, L.L.C., by: /s/ Jeremiah Gordon, Name: Jeremiah Gordon, Title: General Counsel and Secretary	07/11/2016
	Google Inc., by: /s/ Christine Flores, Name: Christine Flores, Title: Assistant Secretary	07/11/2016
	Alphabet Inc., by: /s/ Christine Flores, Name: Christine Flores, Title: Assistant Secretary	07/11/2016
	** Signature of Reporting Person	Date
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