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Form 4 Care.com Inc For: Dec 09 Filed by: Marcelo Sheila Lirio

December 11, 2019 9:03 PM
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 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
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2019
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 12/09/2019 M 6,996 A (1) 1,248,859 D
Common Stock, $0.001 par value 12/09/2019 M 1,632 A (1) 1,250,491 D
Common Stock, $0.001 par value 12/09/2019 M 3,929 A (1) 1,254,420 D
Common Stock, $0.001 par value 12/09/2019 M 3,501 A (1) 1,257,921 D
Common Stock, $0.001 par value 12/09/2019 M 3,101 A (1) 1,261,022 D
Common Stock, $0.001 par value 12/09/2019 M 2,552 A (1) 1,263,574 D
Common Stock, $0.001 par value 12/09/2019 M 233 A (1) 14,877 I By Husband
Common Stock, $0.001 par value 12/09/2019 M 120 A (1) 14,997 I By Husband
Common Stock, $0.0001 par value 12/09/2019 M 87 A (1) 15,084 I By Husband
Common Stock, $0.001 par value 12/09/2019 M 502 A (1) 15,586 I By Husband
Common Stock, $0.001 par value 12/09/2019 M 162 A (1) 15,748 I By Husband
Common Stock, $0.001 par value 276,322 I By Trust (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
Restricted Stock Units (1) 12/09/2019 M 6,996 (3) (3) Common Stock 6,996 $ 0 6,997 D
Restricted Stock Units (1) 12/09/2019 M 1,632 (4) (4) Common Stock 1,632 $ 0 1,633 D
Restricted Stock Units (1) 12/09/2019 M 3,929 (5) (5) Common Stock 3,929 $ 0 19,644 D
Restricted Stock Units (1) 09/09/2019 M 3,501 (6) (6) Common Stock 3,501 $ 0 31,513 D
Restricted Stock Units (1) 12/09/2019 M 3,101 (7) (7) Common Stock 3,101 $ 0 3,101 D
Restricted Stock Units (1) 12/09/2019 M 2,552 (8) (8) Common Stock 2,552 $ 0 33,176 D
Restricted Stock Units (1) 12/09/2019 M 233 (3) (3) Common Stock 233 $ 0 234 I By Husband
Restricted Stock Units (1) 12/09/2019 M 120 (5) (5) Common Stock 120 $ 0 604 I By Husband
Restricted Stock Units (1) 12/09/2019 M 87 (9) (9) Common Stock 87 $ 0 778 I By Husband
Restricted Stock Units (1) 12/09/2019 M 502 (9) (9) Common Stock 502 $ 0 3,512 I By Husband
Restricted Stock Units (1) 12/09/2019 M 162 (8) (8) Common Stock 162 $ 0 2,109 I By Husband
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
2. These shares are held by The Sheila L. Marcelo 2012 Family Trust, of which Reporting Person is a trustee.
3. The restricted stock units will vest as to 6.25% of the original grant on June 9, 2016 and at the end of each successive three-month period thereafter until March 9, 2020, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. These restricted stock units have no expiration date.
4. The restricted stock units will vest as to 25% of the original grant on March 9, 2017 and as to an additional 12.5% of the original grant at the end of each successive three-month period from June 9, 2017 until March 9, 2020, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. The restricted stock units have no expiration date.
5. The restricted stock units will vest as to 6.25% of the original grant on June 9, 2017 and at the end of each successive three-month period thereafter until March 9, 2021, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. The restricted stock units have no expiration date.
6. The restricted stock units will vest as to 6.25% of the original grant on June 9, 2018 and at the end of each successive three-month period thereafter until March 9, 2022, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. The restricted stock units have no expiration date.
7. The restricted stock units vest as to 50% of the original grant on March 9, 2019 and as to an additional 12.5% of the original grant at the end of each successive three-month period from June 9, 2019 until March 9, 2020, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. The restricted stock units have no expiration date.
8. The restricted stock units will vest as to 6.25% of the original grant on June 9, 2019 and at the end of each successive three-month period thereafter until March 9, 2023, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. The restricted stock units have no expiration date.
9. The restricted stock units will vest as to 6.25% of the original grant on June 9, 2018 and at the end of each successive three-month period thereafter until March 9, 2023, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. The restricted stock units have no expiration date.
/s/ Melanie Goins, as Attorney-in-Fact for Sheila Lirio Marcelo 12/11/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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