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)
10/05/2018

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	10/05/2018		M		75,000	A	(1)	1,089,633	D
Common Stock, $0.001 par value	10/08/2018		M		30,000	A	$2.68	1,119,633	D
Common Stock, $0.001 par value	10/08/2018		S(2)		30,000	D	$21.7088(3)	1,089,633	D
Common Stock, $0.001 par value	10/09/2018		S(4)		34,925	D	$20.9951	1,054,708	D
Common Stock, $0.001 par value								10,774	I	By Husband
Common Stock, $0.001 par value								276,322	I	By GRAT(5)

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)	10/05/2018		M			75,000	(6)	(6)	Common Stock	75,000	$0	0	D
Stock Option (Right to Buy)	$2.68	10/08/2018		M			30,000	(7)	12/09/2020	Common Stock	30,000	$0	420,748	D

Explanation of Responses:

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

2. The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on August 2, 2018.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.50 to $21.95, inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.

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

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

6. The restricted stock units vested and settled on October 5, 2018 in connection with the Issurer's common stock achieving a 120-day volume weighted average price of $20.00. The restricted stock units have no expiration date.

7. The underlying shares subject to the option vest and became exercisable in successive, equal quarterly installments over four years measured from December 9, 2010.

	/s/ Diane Musi, as Attorney-in-Fact for Sheila Lirio Marcelo	10/09/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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