0001104659-20-018078.txt : 20200212 0001104659-20-018078.hdr.sgml : 20200212 20200212090037 ACCESSION NUMBER: 0001104659-20-018078 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200210 FILED AS OF DATE: 20200212 DATE AS OF CHANGE: 20200212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marcelo Sheila Lirio CENTRAL INDEX KEY: 0001596940 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36269 FILM NUMBER: 20600279 MAIL ADDRESS: STREET 1: CARE.COM, INC. STREET 2: 201 JONES ROAD, SUITE 500 CITY: WALTHAM STATE: MA ZIP: 02451 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Care.com Inc CENTRAL INDEX KEY: 0001412270 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 205785879 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 77 FOURTH AVENUE STREET 2: 5TH FLOOR CITY: Waltham STATE: MA ZIP: 02451 BUSINESS PHONE: 781 642 5900 MAIL ADDRESS: STREET 1: 77 FOURTH AVENUE STREET 2: 5TH FLOOR CITY: Waltham STATE: MA ZIP: 02451 4 1 a4.xml 4 X0306 4 2020-02-10 1 0001412270 Care.com Inc CRCM 0001596940 Marcelo Sheila Lirio C/O CARE.COM, INC. 77 FOURTH AVENUE, 5TH FLOOR WALTHAM MA 02451 1 1 0 0 President and CEO Common Stock, $0.001 par value 2020-02-10 4 M 0 44252 2.68 A 1291642 D Common Stock, $0.001 par value 2020-02-10 4 M 0 49833 6.02 A 1341475 D Common Stock, $0.001 par value 2020-02-10 4 M 0 14925 6.70 A 1356400 D Common Stock, $0.001 par value 2020-02-10 4 M 0 14925 6.70 A 1371325 D Common Stock, $0.001 par value 2020-02-11 4 D 0 123935 D 1247390 D Common Stock, $0.001 par value 2020-02-11 4 U 0 1247390 D 0 D Common Stock, $0.001 par value 2020-02-10 4 M 0 6000 2.68 A 21422 I By Husband Common Stock, $0.001 par value 2020-02-10 4 M 0 4000 3.70 A 25422 I By Husband Common Stock, $0.001 par value 2020-02-10 4 M 0 5000 6.02 A 30422 I By Husband Common Stock, $0.001 par value 2020-02-10 4 M 0 2390 6.70 A 32812 I By Husband Common Stock, $0.001 par value 2020-02-11 4 D 0 32812 D 0 I By Husband Common Stock, $0.001 par value 2020-02-11 4 U 0 276322 D 0 I By Trust Stock Option (Right to Buy) 2.68 2020-02-10 4 M 0 44252 0 D 2020-12-09 Common Stock 44252 0 D Stock Option (Right to Buy) 6.02 2020-02-10 4 M 0 49833 0 D 2023-02-28 Common Stock 49833 0 D Stock Option (Right to Buy) 6.70 2020-02-10 4 M 0 14925 0 D 2026-03-09 Common Stock 14925 14925 D Stock Option (Right to Buy) 6.70 2020-02-10 4 M 0 14925 0 D 2026-03-09 Common Stock 14925 0 D Stock Option (Right to Buy) 2.68 2020-02-11 4 D 0 246480 D 2020-12-09 Common Stock 246480 0 D Stock Option (Right to Buy) 2.68 2020-02-11 4 D 0 75000 D 2020-12-09 Common Stock 75000 0 D Stock Option (Right to Buy) 6.02 2020-02-11 4 D 0 420167 D 2023-02-28 Common Stock 420167 0 D Stock Option (Right to Buy) 21.03 2020-02-11 4 D 0 112500 D 2024-03-05 Common Stock 112500 0 D Stock Option (Right to Buy) 6.70 2020-02-11 4 D 0 250000 D 2026-03-09 Common Stock 250000 0 D Stock Option (Right to Buy) 12.01 2020-02-11 4 D 0 146390 D 2027-03-15 Common Stock 146390 0 D Stock Option (Right to Buy) 2.68 2020-02-10 4 M 0 6000 0 D 2021-04-14 Common Stock 6000 0 I By Husband Stock Option (Right to Buy) 3.70 2020-02-10 4 M 0 4000 0 D 2022-02-22 Common Stock 4000 0 I By Husband Stock Option (Right to Buy) 6.02 2020-02-10 4 M 0 5000 0 D 2023-03-01 Common Stock 5000 0 I By Husband Stock Option (Right to Buy) 6.70 2020-02-10 4 M 0 2390 0 D 2026-03-11 Common Stock 2390 6930 I By Husband Stock Option (Right to Buy) 6.70 2020-02-11 4 D 0 6930 D 2026-03-11 Common Stock 6930 0 I By Husband Stock Option (Right to Buy) 12.01 2020-02-11 4 D 0 4500 D 2027-03-16 Common Stock 4500 0 I By Husband Restricted Stock Units 2020-02-11 4 D 0 6997 D Common Stock 6997 0 D Restricted Stock Units 2020-02-11 4 D 0 1633 D Common Stock 1633 0 D Restricted Stock Units 2020-02-11 4 D 0 19644 D Common Stock 19644 0 D Restricted Stock Units 2020-02-11 4 D 0 15257 D Common Stock 15257 0 D Restricted Stock Units 2020-02-11 4 D 0 31513 D Common Stock 31513 0 D Restricted Stock Units 2020-02-11 4 D 0 3101 D Common Stock 3101 0 D Restricted Stock Units 2020-02-11 4 D 0 33176 D Common Stock 33176 0 D Restricted Stock Units 2020-02-11 4 D 0 9391 D Common Stock 9391 0 D Restricted Stock Units 2020-02-11 4 D 0 234 D Common Stock 234 0 I By Husband Restricted Stock Units 2020-02-11 4 D 0 604 D Common Stock 604 0 I By Husband Restricted Stock Units 2020-02-11 4 D 0 3512 D Common Stock 3512 0 I By Husband Restricted Stock Units 2020-02-11 4 D 0 778 D Common Stock 778 0 I By Husband Restricted Stock Units 2020-02-11 4 D 0 2109 D Common Stock 2109 0 I By Husband Reflects disposition in connection with that certain Agreement and Plan of Merger, dated December 20, 2019, by and among IAC/InterActiveCorp, Buzz Merger Sub Inc. ("Merger Sub") and the Issuer (the "Merger Agreement"), pursuant to which Merger Sub merged with and into the Issuer on February 11, 2020 (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock held by the Reporting Person was cancelled and converted into the right to receive an amount equal to $15.00 per share in cash, without interest, less any applicable withholding taxes. Reflects disposition following a tender pursuant to the offer by Merger Sub to purchase all of the Issuer's outstanding common stock at a price of $15.00 per share in cash, without interest, less any applicable withholding taxes, upon the terms and conditions set forth in Merger Sub's Offer to Purchase, dated January 13, 2020, and the related letter of transmittal. These shares were held by The Sheila L. Marcelo 2012 Family Trust, of which Reporting Person is a trustee. The options vested and became exercisable in successive, equal quarterly installments over four years measured from December 9, 2010. The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2013. The option will vest as to 6.25% of the original number of securities acquired at the end of each successive three-month period from March 9, 2016 until March 9, 2020, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. Pursuant to the Merger Agreement, effective as of five business days prior to, and conditional upon the occurrence of, the Effective Time, all vested or unvested Company options held by the Reporting Person that qualified as an incentive stock option within the meaning of Section 422(b) of the U.S. Internal Revenue Code of 1986, as amended, became exercisable in full. Reflects disposition pursuant to the Merger Agreement. At the Effective Time, each Issuer option held by the Reporting Person, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes, equal to the product of (x) the total number of shares of Issuer common stock underlying such option multiplied by (y) the excess, if any, of $15.00 over the per-share exercise price of such option. Issuer options held by the Reporting Person with respect to which the per-share exercise price was equal to or greater than $15.00 were cancelled for no consideration. The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2011, subject to option holder's continued service relationship with the Issuer on each such vesting date. The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2012, subject to option holder's continued service relationship with the Issuer on each such vesting date. The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2013, subject to option holder's continued service relationship with the Issuer on each such vesting date. The option will vest as to 6.25% of the original number of securities acquired at the end of each successive three-month period from March 9, 2016 until March 9, 2020, subject to the option holder's continued service relationship with the Issuer on such vesting date. Reflects disposition pursuant to the Merger Agreement. At the Effective Time, each Issuer restricted stock unit held by the Reporting Person became fully vested and was cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes, equal to (x) the total number of shares of Issuer common stock underlying such restricted stock units multiplied by (y) $15.00. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units do not have an expiration date. /s/ Melanie Goins, as Attorney-in-Fact for Sheila Lirio Marcelo 2020-02-12