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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Care.com Inc [ CRCM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/07/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 03/09/2019 | M | 16,069 | A | (1) | 1,079,730 | D | |||
Common Stock, $0.001 par value | 03/09/2019 | M | 6,025 | A | (1) | 1,085,755 | D | |||
Common Stock, $0.001 par value | 03/09/2019 | M | 6,997 | A | (1) | 1,092,752 | D | |||
Common Stock, $0.001 par value | 03/09/2019 | M | 1,633 | A | (1) | 1,094,385 | D | |||
Common Stock, $0.001 par value | 03/09/2019 | M | 3,929 | A | (1) | 1,098,314 | D | |||
Common Stock, $0.001 par value | 03/09/2019 | M | 3,501 | A | (1) | 1,101,815 | D | |||
Common Stock, $0.001 par value | 03/09/2019 | M | 15,266 | A | (1) | 1,117,081 | D | |||
Common Stock, $0.001 par value | 03/09/2019 | M | 12,405 | A | (1) | 1,129,486 | D | |||
Common Stock, $0.001 par value | 03/09/2019 | M | 807 | A | (1) | 12,798 | I | By Husband | ||
Common Stock, $0.001 par value | 03/09/2019 | M | 233 | A | (1) | 13,031 | I | By Husband | ||
Common Stock, $0.001 par value | 03/09/2019 | M | 121 | A | (1) | 13,152 | I | By Husband | ||
Common Stock, $0.0001 par value | 03/09/2019 | M | 86 | A | (1) | 13,238 | I | By Husband | ||
Common Stock, $0.001 par value | 03/09/2019 | M | 502 | A | (1) | 13,740 | I | By Husband | ||
Common Stock, $0.001 par value | 276,322 | I | By Trust(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | 03/07/2019 | A | 24,809 | (11) | (11) | Common Stock | 24,809 | $0 | 24,809 | D | ||||
Restricted Stock Units | (1) | 03/09/2019 | M | 16,069 | (3) | (3) | Common Stock | 16,069 | $0 | 0 | D | ||||
Restricted Stock Units | (1) | 03/09/2019 | M | 6,025 | (4) | (4) | Common Stock | 6,025 | $0 | 0 | D | ||||
Restricted Stock Units | (1) | 03/09/2019 | M | 6,997 | (5) | (5) | Common Stock | 6,997 | $0 | 27,985 | D | ||||
Restricted Stock Units | (1) | 03/09/2019 | M | 1,633 | (6) | (6) | Common Stock | 1,633 | $0 | 6,530 | D | ||||
Restricted Stock Units | (1) | 03/09/2019 | M | 3,929 | (7) | (7) | Common Stock | 3,929 | $0 | 31,430 | D | ||||
Restricted Stock Units | (1) | 03/09/2019 | M | 3,501 | (8) | (8) | Common Stock | 3,501 | $0 | 42,017 | D | ||||
Restricted Stock Units | (1) | 03/09/2019 | M | 15,266 | (10) | (10) | Common Stock | 15,266 | $0 | 30,523 | D | ||||
Restricted Stock Units | (1) | 03/09/2019 | M | 12,405 | (11) | (11) | Common Stock | 12,405 | $0 | 12,404 | D | ||||
Restricted Stock Units | (1) | 03/09/2019 | M | 807 | (3) | (3) | Common Stock | 807 | $0 | 0 | I | By Husband | |||
Restricted Stock Units | (1) | 03/09/2019 | M | 233 | (5) | (5) | Common Stock | 233 | $0 | 933 | I | By Husband | |||
Restricted Stock Units | (1) | 03/09/2019 | M | 121 | (7) | (7) | Common Stock | 121 | $0 | 965 | I | By Husband | |||
Restricted Stock Units | (1) | 03/09/2019 | M | 86 | (8) | (8) | Common Stock | 86 | $0 | 1,038 | I | By Husband | |||
Restricted Stock Units | (1) | 03/09/2019 | M | 502 | (9) | (9) | Common Stock | 502 | $0 | 5,017 | 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 are held by The Sheila L. Marcelo 2012 Family Trust, of which Reporting Person is a trustee. |
3. 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. These restricted units have no expiration date. |
4. 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. These restricted units have no expiration date. |
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, 2016 until March 9, 2020. These restricted units have no expiration date. |
6. The restricted stock units will vest as to 25% of the original grant on March 9, 2017. The balance of the grant will vest in twelve equal quarterly installments beginning on June 9, 2017. The restricted stock units have no expiration date. |
7. The restricted stock units will vest in sixteen equal installments beginning on June 9, 2017. The restricted stock units have no expiration date. |
8. The restricted stock units will vest in sixteen equal quarterly installments beginning on June 9, 2018. The restricted stock units have no expiration date. |
9. The restricted stock units will vest as to 25% of the original grant on September 9, 2018. The balance of the grant will vest in twelve equal quarterly installments beginning on December 9, 2018. |
10. The restricted stock units will vest as to one-third of the original grant on February 26, 2018. The balance of the grant will vest in four equal semi-annual installments on each September 9 and March 9 thereafter, until fully-vested on March 9, 2020. The restricted stock units have no expiration date. |
11. The restricted stock units vest as to 50% of the original number of restricted stock units on March 9, 2019 and as to an additional 12.5% of the original number of restricted stock units at the end of each successive three month period beginning on June 9, 2019. The restricted stock units have no expiration date. |
/s/ Diane Musi, as Attorney-in-Fact for Sheila Lirio Marcelo | 03/11/2019 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |