Care.com (CRCM) Form 4 Care.com / Sheila Lirio Marcelo ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Marcelo Sheila Lirio

(Last) (First) (Middle)

C/O CARE.COM, INC.

77 FOURTH AVENUE, 5TH FLOOR

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2016

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Common Stock, $0.001 par value	06/09/2016		M		16,068	A	(1)	844,904	D
Common Stock, $0.001 par value	06/09/2016		M		6,025	A	(1)	850,929	D
Common Stock, $0.001 par value	06/09/2016		M		6,996	A	(1)	857,925	D
Common Stock, $0.001 par value	06/10/2016		S		5,471(2)	D	$8.8012	852,454	D
Common Stock, $0.001 par value	06/10/2016		S		2,052(2)	D	$8.8014	850,402	D
Common Stock, $0.001 par value	06/13/2016		S		2,496(2)	D	$8.4099	847,906	D
Common Stock, $0.001 par value	06/09/2016		M		806	A	(1)	2,895	I	By Husband
Common Stock, $0.001 par value	06/09/2016		M		233	A	(1)	3,128	I	By Husband
Common Stock, $0.001 par value	06/10/2016		S		322(3)	D	$8.8013	2,806	I	By Husband
Common Stock, $0.001 par value	06/13/2016		S		99(3)	D	$8.408	2,707	I	By Husband
Common Stock, $0.001 par value								342,646	I	By GRAT(4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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	(1)	06/09/2016		M			16,068	(5)	(5)	Common Stock	16,068	$0	176,757	D
Restricted Stock Units	(1)	06/09/2016		M			6,025	(6)	(6)	Common Stock	6,025	$0	66,275	D
Restricted Stock Units	(1)	06/09/2016		M			6,996	(7)	(7)	Common Stock	6,996	$0	104,944	D
Restricted Stock Units	(1)	06/09/2016		M			806	(8)	(8)	Common Stock	806	$0	8,869	I	By Husband
Restricted Stock Units	(1)	06/09/2016		M			233	(9)	(9)	Common Stock	233	$0	3,497	I	By Husband

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

2. These shares were sold to cover tax withholding obligations created by the vesting of Reporting Person's restricted stock units.

3. These shares were sold to cover tax withholding obligations created by the vesting of restricted stock units held by Reporting Person's husband.

4. These shares are held by The Sheila L. Marcelo 2012 Five-Year Grantor Retained Annuity Trust, of which Reporting Person is the trustee.

5. The restricted stock units will vest as to 6.25% of the original number of restricted stock units at the end of each successive three month period from March 9, 2015 until March 9, 2019, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date.

6. The restricted stock units will vest as to 25% of the original number of restricted stock units on March 9, 2016 and as to an additional 6.25% of the original number of restricted stock units at the end of each successive three month period from March 9, 2016 until March 9, 2019, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date.

7. The restricted stock units will vest as to 6.25% of the original number of restricted stock units at the end of each successive three month period from March 9, 2016 until March 9, 2020, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date.

8. The restricted stock units will vest as to 6.25% of the original number of restricted stock units at the end of each successive three month period from March 9, 2015 until March 9, 2019, subject to the continued service relationship of the Reporting Person's husband with the Issuer on such vesting date.

9. The restricted stock units will vest as to 6.25% of the original number of restricted stock units at the end of each successive three month period from March 9, 2016 until March 9, 2020, subject to the continued service relationship of the Reporting Person's husband with the Issuer on such vesting date.

	/s/ Diane Musi, as Attorney-in-Fact	06/13/2016
	** Signature of Reporting Person	Date
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