0001104659-19-076873.txt : 20191230 0001104659-19-076873.hdr.sgml : 20191230 20191230190931 ACCESSION NUMBER: 0001104659-19-076873 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191220 FILED AS OF DATE: 20191230 DATE AS OF CHANGE: 20191230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IAC/INTERACTIVECORP CENTRAL INDEX KEY: 0000891103 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36269 FILM NUMBER: 191317687 BUSINESS ADDRESS: STREET 1: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2123147300 MAIL ADDRESS: STREET 1: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 FORMER NAME: FORMER CONFORMED NAME: INTERACTIVECORP DATE OF NAME CHANGE: 20030623 FORMER NAME: FORMER CONFORMED NAME: USA INTERACTIVE DATE OF NAME CHANGE: 20020508 FORMER NAME: FORMER CONFORMED NAME: USA NETWORKS INC DATE OF NAME CHANGE: 19980223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Buzz Merger Sub Inc. CENTRAL INDEX KEY: 0001798360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36269 FILM NUMBER: 191317688 BUSINESS ADDRESS: STREET 1: C/O IAC/INTERACTIVECORP STREET 2: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 212-314-7300 MAIL ADDRESS: STREET 1: C/O IAC/INTERACTIVECORP STREET 2: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 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 3 1 a3.xml 3 X0206 3 2019-12-20 1 0001412270 Care.com Inc CRCM 0000891103 IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK NY 10011 0 0 0 1 See Remarks 0001798360 Buzz Merger Sub Inc. 555 WEST 18TH STREET NEW YORK NY 10011 0 0 0 1 See 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 2019-12-30 /s/ Gregg Winiarski, as Vice President and Assistant Secretary on behalf of Buzz Merger Sub Inc. 2019-12-30