SEC Form 4 · accession 0000899243-16-036432
Care.com Inc · CRCM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
GOOGLE INC.
10% Owner
Alphabet Inc.
10% Owner
CapitalG LP
10% Owner
CapitalG GP LLC
10% Owner
Period of report
Dec 29, 2016
Accepted (ET)
Dec 30, 2016 · 5:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001412270
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Preferred Stock, Series AF2,F3,F1 | $10.50 | Dec 29, 2016 | J | 0 | A | — | — | Common Stock | 4,535,679 | 46,350 | I |
Explanation of responses
- F1The Convertible Preferred Stock, Series A, par value $0.001 per share (the "Convertible Preferred Stock"), is convertible at any time and has no expiration date. The Issuer may mandatorily convert the Convertible Preferred Stock into Common Stock (i) at any time after the seventh anniversary of June 29, 2016 (the "Closing Date"), and (ii) between the fifth anniversary and the seventh anniversary of the Closing Date, if certain conditions are met.
- F2Holders of the Convertible Preferred Stock are entitled to cumulative dividends, whether or not declared by the Issuer's board of directors, at the rate of 5.50% per annum during the period from the Closing Date to the seventh anniversary of the Closing Date. Such dividends are payable semi-annually in arrears on June 29 and December 29 of each year, by increasing the liquidation preference of each share of Convertible Preferred Stock. Accordingly, the liquidation preference of each share of Convertible Preferred Stock increased on December 29, 2016, such that the number of shares of Convertible Preferred Stock held directly by CapitalG LP remained the same, but are now convertible into 4,535,679 shares of Common Stock.
- F3CapitalG LP directly holds shares of the Convertible Preferred Stock. CapitalG GP LLC, the general partner of CapitalG LP, Google Inc., the managing member of CapitalG GP LLC, and Alphabet Inc., the sole stockholder of Google Inc., may each be deemed to have sole power to vote and dispose of these shares. Each of CapitalG GP LLC, Google Inc., and Alphabet Inc. disclaims beneficial ownership of the Convertible Preferred Stock, except to the extent of any pecuniary interest therein.