Form 3 Care.com Inc For: Dec 20 Filed by: IAC/INTERACTIVECORP

December 30, 2019 7:10 PM
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
IAC/INTERACTIVECORP

(Last) (First) (Middle)
555 WEST 18TH STREET

(Street)
NEW YORK NY 10011

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/20/2019
3. Issuer Name and Ticker or Trading Symbol
Care.com Inc [ CRCM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
On December 20, 2019, IAC/InterActiveCorp ("IAC") and its wholly-owned subsidiary Buzz Merger Sub Inc. ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), with Care.com, Inc. ("Care.com"). In connection with transactions contemplated by the Merger Agreement, IAC and Merger Sub entered into support agreements, dated as of December 20, 2019 (the "Support Agreements"), with each of (i) Sheila Lirio Marcelo, the Founder, Chair of Care.com's Board and Chief Executive Officer and The Sheila L. Marcelo 2012 Family Trust, (ii) CapitalG LP and (iii) Tenzing Global Management LLC and Tenzing Global Investors Fund I LP (each, a "Supporting Stockholder"), pursuant to which the Supporting Stockholders, among other things, will validly tender all of her or its shares after commencement of the tender offer for all of the outstanding shares of Care.com's Common Stock and Care.com's Series A Convertible Preferred Stock, and vote against any action, agreement or transaction involving Care.com that can impede, interfere with or prevent the consummation of the transactions contemplated by the Merger Agreement. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by IAC and Merger Sub on December 30, 2019. As a result of the Support Agreements, IAC and Merger Sub may be deemed to be beneficial owners (pursuant to Rule 16a-1(a)(1)) of more than 10% of Care.com's outstanding common stock. Pursuant to Rule 16a-1(a)(4), IAC and Merger Sub expressly disclaim beneficial ownership of the securities beneficially owned by the Supporting Stockholders, and the filing of this Form 3 shall not be deemed an admission of beneficial ownership by IAC or Merger Sub of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
/s/ Gregg Winiarski, as Executive Vice President, General Counsel and Secretary on behalf of IAC/InterActiveCorp 12/30/2019
** Signature of Reporting Person Date
/s/ Gregg Winiarski, as Vice President and Assistant Secretary on behalf of Buzz Merger Sub Inc. 12/30/2019
** 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.
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