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