I. Duncan Robertson Form 4 Care.com / I. Duncan Robertson 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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X

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^*

Robertson I. Duncan

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2020

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	02/11/2020		D		31,199	D	(1)	0	D

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
Stock Option (Right to Buy)	$8.56	02/11/2020		D			32,126	(2)	11/07/2024	Common Stock	32,126	(2)	0	D
Stock Option (Right to Buy)	$6.7	02/11/2020		D			27,980	(2)	03/11/2026	Common Stock	27,980	(2)	0	D
Stock Option (Right to Buy)	$12.01	02/11/2020		D			16,890	(2)	03/16/2027	Common Stock	16,890	(2)	0	D
Restricted Stock Units	(3)	02/11/2020		D			700	(3)	(3)	Common Stock	700	(3)	0	D
Restricted Stock Units	(3)	02/11/2020		D			2,266	(3)	(3)	Common Stock	2,266	(3)	0	D
Restricted Stock Units	(3)	02/11/2020		D			4,728	(3)	(3)	Common Stock	4,728	(3)	0	D
Restricted Stock Units	(3)	02/11/2020		D			3,041	(3)	(3)	Common Stock	3,041	(3)	0	D
Restricted Stock Units	(3)	02/11/2020		D			7,145	(3)	(3)	Common Stock	7,145	(3)	0	D

Explanation of Responses:

1. Reflects disposition in connection with that certain Agreement and Plan of Merger, dated December 20, 2019, by and among IAC/InterActiveCorp, Buzz Merger Sub Inc. ("Merger Sub") and the Issuer (the "Merger Agreement"), pursuant to which Merger Sub merged with and into the Issuer on February 11, 2020 (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock held by the Reporting Person was cancelled and converted into the right to receive an amount equal to $15.00 per share in cash, without interest, less any applicable withholding taxes.

2. Reflects disposition pursuant to the Merger Agreement. At the Effective Time, each Issuer option held by the Reporting Person, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes, equal to the product of (x) the total number of shares of Issuer common stock underlying such option multiplied by (y) the excess, if any, of $15.00 over the per-share exercise price of such option. Issuer options held by the Reporting Person with respect to which the per-share exercise price was equal to or greater than $15.00 were cancelled for no consideration.

3. Reflects disposition pursuant to the Merger Agreement. At the Effective Time, each Issuer restricted stock unit held by the Reporting Person became fully vested and was cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes, equal to (x) the total number of shares of Issuer common stock underlying such restricted stock units multiplied by (y) $15.00. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units do not have an expiration date.

	/s/ Melanie Goins, as Attorney-in-Fact for I. Duncan Robertson	02/12/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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