SEC FORM 4

SEC Form 4

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^*

Krupinski David

(Last)

(First)

(Middle)

C/O CARE.COM, INC.

77 FOURTH AVENUE, 5TH FLOOR

(Street)

WALTHAM

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CTO & Chief Safety Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value	09/09/2019		M		2,332	A	⁽¹⁾	154,635	D
Common Stock, $0.001 par value	09/09/2019		M		544	A	⁽¹⁾	155,179	D
Common Stock, $0.001 par value	09/09/2019		M		875	A	⁽¹⁾	156,054	D
Common Stock, $0.001 par value	09/09/2019		M		1,576	A	⁽¹⁾	157,630	D
Common Stock, $0.001 par value	09/09/2019		M		775	A	⁽¹⁾	158,405	D
Common Stock, $0.001 par value	09/09/2019		M		638	A	⁽¹⁾	159,043	D
Common Stock, $0.001 par value	09/10/2019		S⁽⁸⁾		3,120	D	$9.82	155,923	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	09/09/2019		M			2,332	⁽²⁾	⁽²⁾	Common Stock	2,332	$0	4,664	D
Restricted Stock Units	⁽¹⁾	09/09/2019		M			544	⁽³⁾	⁽³⁾	Common Stock	544	$0	1,079	D
Restricted Stock Units	⁽¹⁾	09/09/2019		M			875	⁽⁴⁾	⁽⁴⁾	Common Stock	875	$0	8,754	D
Restricted Stock Units	⁽¹⁾	09/09/2019		M			1,576	⁽⁵⁾	⁽⁵⁾	Common Stock	1,576	$0	3,151	D
Restricted Stock Units	⁽¹⁾	09/09/2019		M			775	⁽⁶⁾	⁽⁶⁾	Common Stock	775	$0	1,551	D
Restricted Stock Units	⁽¹⁾	09/09/2019		M			638	⁽⁷⁾	⁽⁷⁾	Common Stock	638	$0	8,932	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

2. 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. The restricted units have no expiration date.

3. 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 June 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.

4. 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 units have no expiration date.

5. The restricted stock units will vest as to 50% of the original grant on April 9, 2019 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. The restricted units have no expiration date.

6. The restricted stock units vest as to 50% of the original number of restricted stock units on March 9, 2019 and as to an additional 12.5% of the original number of restricted stock units at the end of each successive three month period beginning on 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.

7. 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 units have no expiration date.

8. These shares were sold to cover tax withholding obligations created by the vesting of Reporting Person's restricted stock units.

	/s/ Melanie Goins, as Attorney-in-Fact for David Krupinski	09/11/2019
	** 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).
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