[Cars.com Letterhead]
May 12, 2017
VIA EDGAR
Jan Woo
Legal Branch Chief
Office of Information Technologies and Services
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Cars.com Inc. |
| Registration Statement on Form 10 |
| FileNo. 001-37869 |
Dear Ms. Woo:
Reference is made to the Registration Statement on Form 10 (FileNo. 001-37869) (as amended to date, the Registration Statement), filed by Cars.com Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”). We understand that the New York Stock Exchange (the “NYSE”) has certified to the Commission that the shares of common stock of the Company (the “Shares”) have been approved for listing and registration.
The Company hereby requests that the effective date for the Registration Statement be accelerated to 4:00 p.m., Eastern time, on May 12, 2017, or as soon as practicable thereafter, pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule12d1-2 thereunder.
If the Staff has any further questions or comments concerning this letter, or if you require any additional information, please feel free to contact the Company’s counsel, Victor Goldfeld of Wachtell, Lipton, Rosen & Katz, at(212) 403-1005. We request that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Goldfeld and that such effectiveness also be confirmed in writing.
May 12, 2017
Page 2
Sincerely,
Cars.com Inc.
/s/ Alex Vetter
Alex Vetter
President and Chief Executive Officer
| cc: | Victor Goldfeld |
| Wachtell, Lipton, Rosen & Katz |
