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