SEC Form 4 · accession 0001179110-18-011306
Care.com Inc · CRCM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Diane Musi
Officer — General Counsel and Secretary
Period of report
Sep 9, 2018
Accepted (ET)
Sep 11, 2018 · 6:23 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 valueF1 | Sep 9, 2018 | M | 2,413 | — | A | 42,620 | D | |
| Common Stock, $0.001 par valueF1 | Sep 9, 2018 | M | 2,798 | — | A | 45,418 | D | |
| Common Stock, $0.001 par valueF1 | Sep 9, 2018 | M | 136 | — | A | 45,554 | D | |
| Common Stock, $0.001 par valueF1 | Sep 9, 2018 | M | 906 | — | A | 46,460 | D | |
| Common Stock, $0.001 par valueF1 | Sep 9, 2018 | M | 3,563 | — | A | 50,023 | D | |
| Common Stock, $0.001 par valueF1 | Sep 9, 2018 | M | 875 | — | A | 50,898 | D | |
| Common Stock, $0.001 par value | Sep 10, 2018 | M | 15,000 | $6.70 | A | 65,898 | D | |
| Common Stock, $0.001 par valueF3 | Sep 10, 2018 | S | 23,150 | $19.7981 | D | 42,748 | D | |
| Common Stock, $0.001 par valueF11 | Sep 11, 2018 | S | 4,829 | $19.89 | D | 37,919 | D | |
| Common Stock, $0.001 par value | Sep 11, 2018 | M | 15,000 | $6.70 | A | 52,919 | D | |
| Common Stock, $0.001 par valueF12 | Sep 11, 2018 | S | 15,000 | $20.0202 | D | 37,919 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F4 | — | Sep 9, 2018 | M | 2,413 | D | — | — | Common Stock | 2,413 | 4,825 | D |
| Restricted Stock UnitsF1,F5 | — | Sep 9, 2018 | M | 2,798 | D | — | — | Common Stock | 2,798 | 16,789 | D |
| Restricted Stock UnitsF1,F6 | — | Sep 9, 2018 | M | 136 | D | — | — | Common Stock | 136 | 816 | D |
| Restricted Stock UnitsF1,F7 | — | Sep 9, 2018 | M | 906 | D | — | — | Common Stock | 906 | 9,063 | D |
| Restricted Stock UnitsF1,F8 | — | Sep 9, 2018 | M | 3,563 | D | — | — | Common Stock | 3,563 | 10,683 | D |
| Restricted Stock UnitsF1,F9 | — | Sep 9, 2018 | M | 875 | D | — | — | Common Stock | 875 | 12,255 | D |
| Stock Option (Right to Buy)F10 | $6.70 | Sep 10, 2018 | M | 15,000 | D | — | Mar 9, 2026 | Common Stock | 15,000 | 96,940 | D |
| Stock Option (Right to Buy)F10 | $6.70 | Sep 11, 2018 | M | 15,000 | D | — | Mar 9, 2026 | Common Stock | 15,000 | 81,940 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
- F10The underlying shares subject to the option vest and become exercisable in successive, equal quarterly installments over four years measured from March 9, 2016.
- F11These shares were sold to cover tax withholding obligations created by the vesting of Reporting Person's restricted stock units.
- F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.10, 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 (12) to this Form 4.
- F2The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on August 10, 2018.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.70 to $19.90, 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.
- F4The 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.
- F5The 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.
- F6The 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.
- F7The restricted stock units will vest in sixteen equal installments beginning on June 9, 2017. The restricted stock units have no expiration date.
- F8The restricted stock units will vest as to one-third of the original grant on February 26, 2018. The balance of the grant will vest in four equal semi-annual installments on each September 9 and March 9 thereafter, until fully-vested on March 9, 2020. The restricted stock units have no expiration date.
- F9The restricted stock units will vest in sixteen equal installments beginning on June 9, 2018. The restricted stock units have no expiration date.