Sheila Lirio Marcelo 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

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)
02/10/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value	02/10/2020		M		44,252	A	$2.68	1,291,642	D
Common Stock, $0.001 par value	02/10/2020		M		49,833	A	$6.02	1,341,475	D
Common Stock, $0.001 par value	02/10/2020		M		14,925	A	$6.7	1,356,400	D
Common Stock, $0.001 par value	02/10/2020		M		14,925	A	$6.7	1,371,325	D
Common Stock, $0.001 par value	02/11/2020		D		123,935	D	⁽¹⁾	1,247,390	D
Common Stock, $0.001 par value	02/11/2020		U		1,247,390	D	⁽²⁾	0	D
Common Stock, $0.001 par value	02/10/2020		M		6,000	A	$2.68	21,422	I	By Husband
Common Stock, $0.001 par value	02/10/2020		M		4,000	A	$3.7	25,422	I	By Husband
Common Stock, $0.001 par value	02/10/2020		M		5,000	A	$6.02	30,422	I	By Husband
Common Stock, $0.001 par value	02/10/2020		M		2,390	A	$6.7	32,812	I	By Husband
Common Stock, $0.001 par value	02/11/2020		D		32,812	D	⁽¹⁾	0	I	By Husband
Common Stock, $0.001 par value	02/11/2020		U		276,322	D	⁽²⁾	0	I	By Trust⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.68	02/10/2020		M			44,252	⁽⁴⁾	12/09/2020	Common Stock	44,252	$0	0	D
Stock Option (Right to Buy)	$6.02	02/10/2020		M			49,833	⁽⁵⁾	02/28/2023	Common Stock	49,833	$0	0	D
Stock Option (Right to Buy)	$6.7	02/10/2020		M			14,925	⁽⁶⁾	03/09/2026	Common Stock	14,925	$0	14,925	D
Stock Option (Right to Buy)	$6.7	02/10/2020		M			14,925	⁽⁷⁾	03/09/2026	Common Stock	14,925	$0	0	D
Stock Option (Right to Buy)	$2.68	02/11/2020		D			246,480	⁽⁸⁾	12/09/2020	Common Stock	246,480	⁽⁸⁾	0	D
Stock Option (Right to Buy)	$2.68	02/11/2020		D			75,000	⁽⁸⁾	12/09/2020	Common Stock	75,000	⁽⁸⁾	0	D
Stock Option (Right to Buy)	$6.02	02/11/2020		D			420,167	⁽⁸⁾	02/28/2023	Common Stock	420,167	⁽⁸⁾	0	D
Stock Option (Right to Buy)	$21.03	02/11/2020		D			112,500	⁽⁸⁾	03/05/2024	Common Stock	112,500	⁽⁸⁾	0	D
Stock Option (Right to Buy)	$6.7	02/11/2020		D			250,000	⁽⁸⁾	03/09/2026	Common Stock	250,000	⁽⁸⁾	0	D
Stock Option (Right to Buy)	$12.01	02/11/2020		D			146,390	⁽⁸⁾	03/15/2027	Common Stock	146,390	⁽⁸⁾	0	D
Stock Option (Right to Buy)	$2.68	02/10/2020		M			6,000	⁽⁹⁾	04/14/2021	Common Stock	6,000	$0	0	I	By Husband
Stock Option (Right to Buy)	$3.7	02/10/2020		M			4,000	⁽¹⁰⁾	02/22/2022	Common Stock	4,000	$0	0	I	By Husband
Stock Option (Right to Buy)	$6.02	02/10/2020		M			5,000	⁽¹¹⁾	03/01/2023	Common Stock	5,000	$0	0	I	By Husband
Stock Option (Right to Buy)	$6.7	02/10/2020		M			2,390	⁽¹²⁾	03/11/2026	Common Stock	2,390	$0	6,930	I	By Husband
Stock Option (Right to Buy)	$6.7	02/11/2020		D			6,930	⁽⁸⁾	03/11/2026	Common Stock	6,930	⁽⁸⁾	0	I	By Husband
Stock Option (Right to Buy)	$12.01	02/11/2020		D			4,500	⁽⁸⁾	03/16/2027	Common Stock	4,500	⁽⁸⁾	0	I	By Husband
Restricted Stock Units	⁽¹³⁾	02/11/2020		D			6,997	⁽¹³⁾	⁽¹³⁾	Common Stock	6,997	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	02/11/2020		D			1,633	⁽¹³⁾	⁽¹³⁾	Common Stock	1,633	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	02/11/2020		D			19,644	⁽¹³⁾	⁽¹³⁾	Common Stock	19,644	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	02/11/2020		D			15,257	⁽¹³⁾	⁽¹³⁾	Common Stock	15,257	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	02/11/2020		D			31,513	⁽¹³⁾	⁽¹³⁾	Common Stock	31,513	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	02/11/2020		D			3,101	⁽¹³⁾	⁽¹³⁾	Common Stock	3,101	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	02/11/2020		D			33,176	⁽¹³⁾	⁽¹³⁾	Common Stock	33,176	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	02/11/2020		D			9,391	⁽¹³⁾	⁽¹³⁾	Common Stock	9,391	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	02/11/2020		D			234	⁽¹³⁾	⁽¹³⁾	Common Stock	234	⁽¹³⁾	0	I	By Husband
Restricted Stock Units	⁽¹³⁾	02/11/2020		D			604	⁽¹³⁾	⁽¹³⁾	Common Stock	604	⁽¹³⁾	0	I	By Husband
Restricted Stock Units	⁽¹³⁾	02/11/2020		D			3,512	⁽¹³⁾	⁽¹³⁾	Common Stock	3,512	⁽¹³⁾	0	I	By Husband
Restricted Stock Units	⁽¹³⁾	02/11/2020		D			778	⁽¹³⁾	⁽¹³⁾	Common Stock	778	⁽¹³⁾	0	I	By Husband
Restricted Stock Units	⁽¹³⁾	02/11/2020		D			2,109	⁽¹³⁾	⁽¹³⁾	Common Stock	2,109	⁽¹³⁾	0	I	By Husband

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 following a tender pursuant to the offer by Merger Sub to purchase all of the Issuer's outstanding common stock at a price of $15.00 per share in cash, without interest, less any applicable withholding taxes, upon the terms and conditions set forth in Merger Sub's Offer to Purchase, dated January 13, 2020, and the related letter of transmittal.

3. These shares were held by The Sheila L. Marcelo 2012 Family Trust, of which Reporting Person is a trustee.

4. The options vested and became exercisable in successive, equal quarterly installments over four years measured from December 9, 2010.

5. The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2013.

6. The option will vest as to 6.25% of the original number of securities acquired 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.

7. Pursuant to the Merger Agreement, effective as of five business days prior to, and conditional upon the occurrence of, the Effective Time, all vested or unvested Company options held by the Reporting Person that qualified as an incentive stock option within the meaning of Section 422(b) of the U.S. Internal Revenue Code of 1986, as amended, became exercisable in full.

8. 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.

9. The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2011, subject to option holder's continued service relationship with the Issuer on each such vesting date.

10. The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2012, subject to option holder's continued service relationship with the Issuer on each such vesting date.

11. The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2013, subject to option holder's continued service relationship with the Issuer on each such vesting date.

12. The option will vest as to 6.25% of the original number of securities acquired at the end of each successive three-month period from March 9, 2016 until March 9, 2020, subject to the option holder's continued service relationship with the Issuer on such vesting date.

13. 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 Sheila Lirio Marcelo	02/12/2020
	** 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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Sheila Lirio Marcelo Form 4Care.com / Sheila Lirio Marcelo ownership change