Starboard Value Acquires New 9.9% Activist stake in Cars.com (CARS)

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December 18, 2017 5:27 PM EST

(Updated - December 18, 2017 5:33 PM EST)

Starboard Value disclosed a new 7,100,000 share, or 9.9% activist stake in Cars.com Inc. (NYSE: CARS), according to a new 13D filing with the SEC.

From the filing:

Item 4. Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

SCHEDULE B

Transactions in the Shares During the Past Sixty Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

Purchase of Common Stock93,62524.307611/22/2017
Purchase of Common Stock93,62524.307611/22/2017
Purchase of Common Stock46,81324.040211/24/2017
Purchase of Common Stock46,81224.040211/24/2017
Purchase of Common Stock2,53424.748211/27/2017
Purchase of Common Stock2,53424.748211/27/2017
Purchase of Common Stock74,05224.528511/27/2017
Purchase of Common Stock74,05124.528511/27/2017
Purchase of Common Stock7,67724.686311/27/2017
Purchase of Common Stock7,67724.686311/27/2017
Purchase of Common Stock13,78324.079111/28/2017
Purchase of Common Stock13,78224.079111/28/2017
Purchase of Common Stock201,10623.978211/28/2017
Purchase of Common Stock201,10523.978211/28/2017
Purchase of Common Stock28,53724.177711/28/2017
Purchase of Common Stock28,53724.177711/28/2017
Purchase of Common Stock65,43924.766711/29/2017
Purchase of Common Stock65,43924.766711/29/2017
Purchase of Common Stock203,56424.082511/29/2017
Purchase of Common Stock203,56424.0825

11/29/2017

CUSIP NO. 14575E105

Purchase of Common Stock11,87224.310011/29/2017
Purchase of Common Stock11,87224.310011/29/2017
Purchase of Common Stock11,33624.281511/30/2017
Purchase of Common Stock11,33524.281511/30/2017
Purchase of Common Stock28,51124.233511/30/2017
Purchase of Common Stock28,51124.233511/30/2017
Purchase of Common Stock10,71124.419711/30/2017
Purchase of Common Stock10,71124.419711/30/2017
Purchase of Common Stock60,00324.404811/30/2017
Purchase of Common Stock60,00324.404811/30/2017
Purchase of Common Stock83,02123.692112/01/2017
Purchase of Common Stock83,02123.692112/01/2017
Purchase of Common Stock12,13923.561912/01/2017
Purchase of Common Stock12,13923.561912/01/2017
Purchase of Common Stock61,99224.582612/04/2017
Sale of Common Stock(125,000)24.579112/04/2017
Purchase of Common Stock61,99224.582612/04/2017
Sale of Common Stock(125,000)24.579112/04/2017
Purchase of Common Stock6,31224.299312/04/2017
Purchase of Common Stock6,31224.299312/04/2017
Purchase of Forward Contract250,00024.585712/04/2017
Purchase of Common Stock29,81424.356612/04/2017
Purchase of Common Stock29,81424.356612/04/2017
Purchase of Common Stock10,83224.308312/04/2017
Purchase of Common Stock10,83124.308312/04/2017

CUSIP NO. 14575E105

Purchase of Common Stock112,08724.305112/04/2017
Purchase of Common Stock83,36524.572112/04/2017
Purchase of Common Stock112,08724.305112/04/2017
Purchase of Common Stock83,36524.572112/04/2017
Purchase of Common Stock31,74824.522912/04/2017
Purchase of Common Stock31,74724.522912/04/2017
Purchase of Common Stock9,33824.980012/05/2017

Sale of Common Stock

(225,000)25.038712/05/2017
Purchase of Common Stock9,33724.980012/05/2017
Sale of Common Stock(225,000)25.038712/05/2017
Purchase of Forward Contract450,00025.044312/05/2017
Purchase of Common Stock12,78425.086212/05/2017
Purchase of Common Stock12,78525.086212/05/2017
Purchase of Common Stock7,45925.194012/05/2017
Purchase of Common Stock7,76925.174512/05/2017
Purchase of Common Stock7,45925.194012/05/2017
Purchase of Common Stock7,76925.174512/05/2017
Purchase of Common Stock2,21925.199012/06/2017
Purchase of Common Stock2,21825.199012/06/2017
Purchase of Common Stock158,73825.842512/06/2017

Sale of Common Stock

(50,000)25.390212/06/2017
Purchase of Common Stock158,73725.842512/06/2017

Sale of Common Stock

(50,000)25.390212/06/2017
Purchase of Common Stock8,59125.311712/06/2017
Purchase of Common Stock8,59025.311712/06/2017
Purchase of Forward Contract200,00025.574812/06/2017
Purchase of Common Stock81,47025.8351

12/06/2017

CUSIP NO. 14575E105

Purchase of Common Stock81,47025.835112/06/2017
Purchase of Common Stock46,68826.001912/06/2017
Purchase of Common Stock46,68726.001912/06/2017
Purchase of Common Stock21,25225.886512/06/2017
Purchase of Common Stock87,54425.618112/06/2017
Purchase of Common Stock21,25225.886512/06/2017
Purchase of Common Stock87,54425.618112/06/2017

Sale of Common Stock

(50,000)25.545512/06/2017

Sale of Common Stock

(50,000)25.545512/06/2017
Purchase of Common Stock213,17426.913412/07/2017
Purchase of Common Stock213,17426.913412/07/2017
Purchase of Forward Contract600,00026.451012/07/2017
Purchase of Common Stock74,57026.501112/07/2017
Purchase of Common Stock74,57026.501112/07/2017
Purchase of Common Stock112,05026.574612/07/2017
Purchase of Common Stock112,05026.574612/07/2017
Purchase of Common Stock1,75626.547412/07/2017
Purchase of Common Stock46,65027.207512/07/2017
Purchase of Common Stock1,75526.547412/07/2017
Purchase of Common Stock46,65027.207512/07/2017

Sale of Common Stock

(300,000)26.440112/07/2017

Sale of Common Stock

(300,000)26.440112/07/2017
Purchase of Common Stock74,70026.754112/11/2017
Purchase of Common Stock74,70026.754112/11/2017
Purchase of Forward Contract200,00026.690712/11/2017
Purchase of Common Stock37,35026.681212/11/2017
Purchase of Common Stock37,35026.681212/11/2017
Purchase of Common Stock18,67526.822912/11/2017
Purchase of Common Stock18,67526.822912/11/2017

Sale of Common Stock

(100,000)26.686612/11/2017

Sale of Common Stock

(100,000)26.686612/11/2017

Purchase of Common Stock58,26626.898912/12/2017
Purchase of Common Stock58,26626.898912/12/2017
Purchase of Common Stock44,59626.939012/12/2017
Purchase of Common Stock44,59626.939012/12/2017
Purchase of Common Stock9,18827.005912/12/2017
Purchase of Common Stock9,18827.005912/12/2017

Sale of Common Stock

(100,000)27.012012/12/2017

Sale of Common Stock

(100,000)27.012012/12/2017
Purchase of Common Stock74,70027.015012/12/2017
Purchase of Common Stock74,70027.015012/12/2017
Purchase of Forward Contract200,00027.026412/12/2017
Purchase of Common Stock9,33827.200012/13/2017
Purchase of Common Stock9,33727.200012/13/2017
Purchase of Common Stock46,68827.234212/13/2017
Purchase of Common Stock46,68727.234212/13/2017
Purchase of Common Stock37,35027.395212/14/2017
Purchase of Common Stock37,35027.395212/14/2017
Purchase of Common Stock32,36327.386612/15/2017
Purchase of Common Stock32,36227.386612/15/2017

Purchase of Common Stock28,01227.962212/18/2017
Purchase of Common Stock28,01327.962212/18/2017

CUSIP NO. 14575E105

STARBOARD VALUE AND OPPORTUNITY S LLC

Purchase of Common Stock21,75024.307611/22/2017
Purchase of Common Stock10,87524.040211/24/2017
Purchase of Common Stock58924.748211/27/2017
Purchase of Common Stock17,20324.528511/27/2017
Purchase of Common Stock1,78324.686311/27/2017
Purchase of Common Stock3,20224.079111/28/2017
Purchase of Common Stock46,71923.978211/28/2017
Purchase of Common Stock6,62924.177711/28/2017
Purchase of Common Stock15,20224.766711/29/2017
Purchase of Common Stock47,29024.082511/29/2017
Purchase of Common Stock2,75824.310011/29/2017
Purchase of Common Stock2,63324.281511/30/2017
Purchase of Common Stock6,62324.233511/30/2017
Purchase of Common Stock2,48824.419711/30/2017
Purchase of Common Stock13,93924.404811/30/2017
Purchase of Common Stock19,56123.692112/01/2017
Purchase of Common Stock2,86023.561912/01/2017
Purchase of Common Stock14,60624.582612/04/2017
Purchase of Common Stock1,48724.299312/04/2017

CUSIP NO. 14575E105

Purchase of Common Stock7,02524.356612/04/2017
Purchase of Common Stock2,55224.308312/04/2017
Purchase of Common Stock26,40924.305112/04/2017
Purchase of Common Stock19,64224.572112/04/2017
Purchase of Common Stock7,48024.522912/04/2017
Purchase of Common Stock2,20024.980012/05/2017
Purchase of Common Stock3,01325.086212/05/2017
Purchase of Common Stock1,75725.194012/05/2017
Purchase of Common Stock1,83025.174512/05/2017
Purchase of Common Stock52325.199012/06/2017
Purchase of Common Stock37,40025.842512/06/2017
Purchase of Common Stock2,02425.311712/06/2017
Purchase of Common Stock19,19525.835112/06/2017
Purchase of Common Stock11,00026.001912/06/2017
Purchase of Common Stock5,00725.886512/06/2017
Purchase of Common Stock20,62625.618112/06/2017
Purchase of Common Stock50,22626.913412/07/2017
Purchase of Common Stock17,56926.501112/07/2017
Purchase of Common Stock26,40026.574612/07/2017
Purchase of Common Stock41426.547412/07/2017
Purchase of Common Stock10,99127.207512/07/2017
Purchase of Common Stock17,60026.754112/11/2017
Purchase of Common Stock8,80026.681212/11/2017
Purchase of Common Stock4,40026.822912/11/2017

Purchase of Common Stock13,72826.898912/12/2017
Purchase of Common Stock10,50726.939012/12/2017
Purchase of Common Stock2,16527.005912/12/2017
Purchase of Common Stock17,60027.015012/12/2017
Purchase of Common Stock2,20027.200012/13/2017
Purchase of Common Stock11,00027.234212/13/2017
Purchase of Common Stock8,80027.395212/14/2017
Purchase of Common Stock7,62527.386612/15/2017

Purchase of Common Stock6,60027.962212/18/2017

CUSIP NO. 14575E105

STARBOARD VALUE AND OPPORTUNITY C LP

Purchase of Common Stock12,25024.307611/22/2017
Purchase of Common Stock6,12524.040211/24/2017
Purchase of Common Stock33124.748211/27/2017
Purchase of Common Stock9,68924.528511/27/2017
Purchase of Common Stock1,00524.686311/27/2017
Purchase of Common Stock1,80324.079111/28/2017
Purchase of Common Stock26,31323.978211/28/2017
Purchase of Common Stock3,73424.177711/28/2017
Purchase of Common Stock8,56224.766711/29/2017
Purchase of Common Stock26,63524.082511/29/2017
Purchase of Common Stock1,55324.310011/29/2017
Purchase of Common Stock1,48324.281511/30/2017
Purchase of Common Stock3,73124.233511/30/2017
Purchase of Common Stock1,40124.419711/30/2017
Purchase of Common Stock7,85124.404811/30/2017
Purchase of Common Stock10,89223.692112/01/2017
Purchase of Common Stock1,59223.561912/01/2017
Purchase of Common Stock8,13324.582612/04/2017
Purchase of Common Stock82824.299312/04/2017
Purchase of Common Stock3,91124.356612/04/2017
Purchase of Common Stock1,42124.308312/04/2017
Purchase of Common Stock14,70524.305112/04/2017
Purchase of Common Stock10,93724.572112/04/2017
Purchase of Common Stock4,16524.522912/04/2017
Purchase of Common Stock1,22524.980012/05/2017

CUSIP NO. 14575E105

Purchase of Common Stock1,67725.086212/05/2017
Purchase of Common Stock97925.194012/05/2017
Purchase of Common Stock1,01925.174512/05/2017
Purchase of Common Stock29125.199012/06/2017
Purchase of Common Stock20,82525.842512/06/2017
Purchase of Common Stock1,12725.311712/06/2017
Purchase of Common Stock10,68825.835112/06/2017
Purchase of Common Stock6,12526.001912/06/2017
Purchase of Common Stock2,78825.886512/06/2017
Purchase of Common Stock11,48525.618112/06/2017
Purchase of Common Stock27,96726.913412/07/2017
Purchase of Common Stock9,78326.501112/07/2017
Purchase of Common Stock14,70026.574612/07/2017
Purchase of Common Stock23026.547412/07/2017
Purchase of Common Stock6,12027.207512/07/2017
Purchase of Common Stock9,80026.754112/11/2017
Purchase of Common Stock4,90026.681212/11/2017
Purchase of Common Stock2,45026.822912/11/2017

Purchase of Common Stock7,64426.898912/12/2017
Purchase of Common Stock5,85126.939012/12/2017
Purchase of Common Stock1,20527.005912/12/2017
Purchase of Common Stock9,80027.015012/12/2017
Purchase of Common Stock1,22527.200012/13/2017
Purchase of Common Stock6,12527.234212/13/2017
Purchase of Common Stock4,90027.395212/14/2017
Purchase of Common Stock4,24527.386612/15/2017

Purchase of Common Stock3,67527.962212/18/2017

CUSIP NO. 14575E105

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

Purchase of Common Stock28,75024.307611/22/2017
Purchase of Common Stock14,37524.040211/24/2017
Purchase of Common Stock77824.748211/27/2017
Purchase of Common Stock22,73924.528511/27/2017
Purchase of Common Stock2,35824.686311/27/2017
Purchase of Common Stock4,23224.079111/28/2017
Purchase of Common Stock61,75523.978211/28/2017
Purchase of Common Stock8,76324.177711/28/2017
Purchase of Common Stock20,09524.766711/29/2017
Purchase of Common Stock62,51024.082511/29/2017
Purchase of Common Stock3,64524.310011/29/2017
Purchase of Common Stock3,48124.281511/30/2017
Purchase of Common Stock8,75524.233511/30/2017
Purchase of Common Stock3,28924.419711/30/2017
Purchase of Common Stock18,42524.404811/30/2017
Purchase of Common Stock25,78523.692112/01/2017
Purchase of Common Stock3,77023.561912/01/2017
Purchase of Common Stock19,25324.582612/04/2017
Purchase of Common Stock1,96124.299312/04/2017
Purchase of Common Stock9,26024.356612/04/2017
Purchase of Common Stock3,36424.308312/04/2017
Purchase of Common Stock34,81224.305112/04/2017
Purchase of Common Stock25,89124.572112/04/2017
Purchase of Common Stock9,86024.522912/04/2017
Purchase of Common Stock2,90024.98012/05/2017
Purchase of Common Stock3,97125.086212/05/2017
Purchase of Common Stock2,31625.194012/05/2017
Purchase of Common Stock2,41325.174512/05/2017
Purchase of Common Stock68925.199012/06/2017
Purchase of Common Stock49,30025.842512/06/2017

CUSIP NO. 14575E105

Purchase of Common Stock2,66825.311712/06/2017
Purchase of Common Stock25,30325.835112/06/2017
Purchase of Common Stock14,50026.001912/06/2017
Purchase of Common Stock6,60125.886512/06/2017
Purchase of Common Stock27,18925.618112/06/2017
Purchase of Common Stock66,20726.913412/07/2017
Purchase of Common Stock23,16026.501112/07/2017
Purchase of Common Stock34,80026.574612/07/2017
Purchase of Common Stock54526.547412/07/2017
Purchase of Common Stock14,48927.207512/07/2017
Purchase of Common Stock23,20026.754112/11/2017
Purchase of Common Stock11,60026.681212/11/2017
Purchase of Common Stock5,80026.822912/11/2017

Purchase of Common Stock18,09626.898912/12/2017
Purchase of Common Stock13,85026.939012/12/2017
Purchase of Common Stock2,85427.005912/12/2017
Purchase of Common Stock23,20027.015012/12/2017
Purchase of Common Stock2,90027.200012/13/2017
Purchase of Common Stock14,50027.234212/13/2017
Purchase of Common Stock11,60027.395212/14/2017
Purchase of Common Stock10,05127.386612/15/2017
Purchase of Common Stock8,70027.962212/18/2017

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