SEC Form 4 · accession 0001179110-17-004532

Care.com Inc · CRCM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Sheila Lirio Marcelo

Officer — President and CEO · Director

Period of report

Mar 9, 2017

Accepted (ET)

Mar 13, 2017 · 7:05 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001412270

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $0.001 par value^F1	Mar 9, 2017	M	16,069	—	A	939,179	D
Common Stock, $0.001 par value^F1	Mar 9, 2017	M	6,025	—	A	945,204	D
Common Stock, $0.001 par value^F1	Mar 9, 2017	M	6,997	—	A	952,201	D
Common Stock, $0.001 par value^F1	Mar 9, 2017	M	6,529	—	A	958,730	D
Common Stock, $0.001 par value^F3	Mar 9, 2017	S	10,174	$11.0077	D	948,556	D
Common Stock, $0.001 par value^F4	Mar 10, 2017	S	8,017	$10.6204	D	940,539	D
Common Stock, $0.001 par value^F4	Mar 10, 2017	S	2,951	$10.6204	D	937,588	D
Common Stock, $0.001 par value^F4	Mar 10, 2017	S	3,427	$10.6204	D	934,161	D
Common Stock, $0.001 par value^F4	Mar 10, 2017	S	3,198	$10.6205	D	930,963	D
Common Stock, $0.001 par value^F1	Mar 9, 2017	M	807	—	A	4,830	I	By Husband
Common Stock, $0.001 par value^F1	Mar 9, 2017	M	233	—	A	5,063	I	By Husband
Common Stock, $0.001 par value^F5	Mar 10, 2017	S	316	$10.62	D	4,747	I	By Husband
Common Stock, $0.001 par value^F5	Mar 10, 2017	S	92	$10.6184	D	4,655	I	By Husband
Common Stock, $0.001 par value^F6	holding	—	—		—	306,082	I	By GRAT

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1,F7	—	Mar 9, 2017	M	16,069	D	—	—	Common Stock	16,069	128,550	D
Restricted Stock Units^F1,F8	—	Mar 9, 2017	M	6,025	D	—	—	Common Stock	6,025	48,200	D
Restricted Stock Units^F1,F9	—	Mar 9, 2017	M	6,997	D	—	—	Common Stock	6,997	83,955	D
Restricted Stock Units^F1,F10	—	Mar 9, 2017	M	6,529	D	—	—	Common Stock	6,529	19,589	D
Restricted Stock Units^F1,F11	—	Mar 9, 2017	M	807	D	—	—	Common Stock	807	6,450	I
Restricted Stock Units^F1,F12	—	Mar 9, 2017	M	233	D	—	—	Common Stock	233	2,798	I

Explanation of responses

F1Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
F10The restricted stock units will vest as to 25% of the original grant on March 9, 2017. The balance of the grant will vest in twelve equal quarterly installments beginning on June 9, 2017. The restricted stock units have no expiration date.
F11The restricted stock units will vest as to 6.25% of the original number of restricted stock units at the end of each successive three month period from March 9, 2015 until March 9, 2019. The restricted stock units have no expiration date.
F12The restricted stock units will vest as to 6.25% of the original number of restricted stock units at the end of each successive three month period from March 9, 2016 until March 9, 2020. The restricted stock units have no expiration date.
F2The sales reported were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on August 25, 2016.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.00 to $11.05, inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.
F4These shares were sold to cover tax withholding obligations created by the vesting of Reporting Person's restricted stock units.
F5These shares were sold to cover tax withholding obligations created by the vesting of restricted stock units held by Reporting Person's husband.
F6These shares are held by The Sheila L. Marcelo 2012 Five-Year Grantor Retained Annuity Trust, of which Reporting Person is the trustee.
F7The restricted stock units will vest as to 6.25% of the original number of restricted stock units at the end of each successive three month period from March 9, 2015 until March 9, 2019. The restricted stock units have no expiration date.
F8The restricted stock units will vest as to 25% of the original number of restricted stock units on March 9, 2016 and as to an additional 6.25% of the original number of restricted stock units at the end of each successive three month period from March 9, 2016 until March 9, 2019. The restricted stock units have no expiration date.
F9The restricted stock units will vest as to 6.25% of the original number of restricted stock units at the end of each successive three month period from March 9, 2016 until March 9, 2020. The restricted stock units have no expiration date.