Antonio L. Rodriguez Form 4 Care.com / Antonio L. Rodriguez 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^*

MATRIX PARTNERS VII LP ET AL

(Last) (First) (Middle)

MATRIX PARTNERS

101 MAIN STREET, 17TH FLOOR

(Street)

CAMBRIDGE MA 02142

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	06/29/2016		S(1)		3,684,645(1)	D	$8.25(1)	1,231,560	I	See Footnote(2)

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

1. Name and Address of Reporting Person^*

MATRIX PARTNERS VII LP ET AL

(Last) (First) (Middle)

MATRIX PARTNERS

101 MAIN STREET, 17TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rodriguez Antonio L.

(Last) (First) (Middle)

MATRIX PARTNERS

101 MAIN STREET, 17TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Explanation of Responses:

1. This transaction occurred pursuant to a Stock Repurchase Agreement, by and among the Reporting Person and the Issuer, which authorizes a repurchase of 3,684,645 shares of the Reporting Person for $8.25 per share.

2. All shares are held by Matrix Partners VII, L.P. ("Matrix Partners VII"). Matrix VII Management Co. L.L.C. is the General Partner of the aforementioned entity and disclaims beneficial ownership of the shares owned by Matrix Partners VII except to the proportionate pecuniary interest therein. Mr. Rodriguez is a managing member of Matrix VII Management Co. L.L.C. and disclaims beneficial ownership of the shares owned by Matrix Partners VII except to the extent of any proportionate pecuniary interest therein.

Remarks:

	/s/ Antonio Rodriguez, Managing Member of Matrix VII Management Co. L.L.C its General Partner	06/29/2016
	/s/ Antonio Rodriguez	06/29/2016
	** 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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