Care.com (CRCM) Form 3 Care.com / Michael L Goss 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^*

Goss Michael L

(Last) (First) (Middle)

C/O CARE.COM, INC.

77 FOURTH AVENUE, 5TH FLOOR

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/30/2019

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

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

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

5. 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 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)
Common Stock, $0.001 par value	3,161	D

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
Restricted Stock Units	(1)	(1)	Common Stock	1,399	(2)	D
Restricted Stock Units	(3)	(3)	Common Stock	2,114	(2)	D
Restricted Stock Units	(4)	(4)	Common Stock	915	(2)	D
Restricted Stock Units	(5)	(5)	Common Stock	2,889	(2)	D
Restricted Stock Units	(6)	(6)	Common Stock	634	(2)	D
Restricted Stock Units	(7)	(7)	Common Stock	4,020	(2)	D
Options (Right to Buy)	(8)	(8)	Common Stock	5,832	6.7	D
Options (Right to Buy)	(9)	(9)	Common Stock	6,334	12.01	D

Explanation of Responses:

1. The restricted stock units will vest as to 6.25% of the original grant on June 9, 2016 and at the end of each successive three month period thereafter until March 9, 2020, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. The restricted stock units have no expiration date.

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

3. The restricted stock units will vest as to 6.25% of the original grant on June 9, 2017 and at the end of each successive three month period thereafter until March 9, 2021, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. The restricted stock units have no expiration date.

4. The restricted stock units will vest as to 33.33% of the original grant on February 26, 2018 and as to an additional 16.67% at the end of each successive three month period thereafter until March 9, 2020, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. The restricted stock units have no expiration date.

5. The restricted stock units will vest as to 6.25% of the original grant on June 9, 2018 and at the end of each successive three month period thereafter until March 9, 2022, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. The restricted stock units have no expiration date.

6. The restricted stock units will vest as to 50% of the original grant on March 9, 2019 and as to an additional 12.5% at the end of each successive three month period thereafter until March 9, 2020, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. The restricted stock units have no expiration date.

7. The restricted stock units will vest as to 6.25% of the original grant on June 9, 2019 and at the end of each successive three month period thereafter until March 9, 2023, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. The restricted stock units have no expiration date.

8. The options will vest as to 6.25% of the original grant on June 9, 2016 and at the end of each successive three month period thereafter until March 9, 2020, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. The options will expire on March 10, 2026.

9. The options will vest as to 6.25% of the original grant on June 9, 2017 and at the end of each successive three month period thereafter until March 9, 2021, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. The options will expire on March 15, 2027.

	/s/ Melanie Goins, as Attorney-in-Fact for Michael Goss	09/04/2019
	** 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 5 (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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