SEC FORM 3

SEC Form 3

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^*

Swette Brian

(Last)

(First)

(Middle)

C/O CARE.COM, INC.

201 JONES ROAD, SUITE 500

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/23/2014

3. Issuer Name and Ticker or Trading Symbol
Care.com Inc [ CRCM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 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)
Common Stock, $0.001 par value	6,070	I	By Family Trust⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	116,640	$0.00	I	By Family Trust⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	29,180	$0.00	I	By GRAT⁽⁴⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	29,180	$0.00	I	By Wife's GRAT⁽⁵⁾
Series A-1 Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	31,016	$0.00	I	By Family Trust⁽¹⁾
Series A-1 Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	7,109	$0.00	I	By GRAT⁽⁴⁾
Series A-1 Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	7,109	$0.00	I	By Wife's GRAT⁽⁵⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	26,234	$0.00	I	By Family Trust⁽¹⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	5,241	$0.00	I	By GRAT⁽⁴⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	5,241	$0.00	I	By Wife's GRAT⁽⁵⁾
Stock Option (Right to Buy)	⁽⁶⁾	05/15/2017	Common Stock	70,000	$0.1	D
Stock Option (Right to Buy)	⁽⁷⁾	04/14/2021	Common Stock	35,000	$2.68	D

Explanation of Responses:

1. These shares are held by the Swette Family Trust-2000, of which Reporting Person is a co-trustee.

2. The Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically convert into shares of Issuer's Common Stock on a 1:1 basis immediately prior to the completion of Issuer's initial public offering.

3. The expiration date is not relevant to the conversion of these securities.

4. These shares are held by GRAT #2 under Brian T. Swette 2010 Master Grantor Retained Annuity Trust Agreement dated 03/01/10.

5. These shares are held by Reporting Person's wife, trustee of GRAT #2 under Kelly Swette 2010 Master Grantor Retained Annuity Trust Agreement dated 03/01/10.

6. The shares underlying this option are fully vested and exercisable as of the date hereof.

7. The shares underlying this option are partially vested and exercisable as of the date hereof. The original vesting schedule is as follows: The underlying shares subject to the option vest and become exercisable in successive, equal quarterly installments over four years measured from May 15, 2011, subject to Reporting Person's continued service relationship with the Issuer on each such vesting date.

	/s/ Diane Musi, as Attorney-in-Fact for Brian T. Swette	01/23/2014
	** 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 5 (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.