SEC Form 4 · accession 0001209191-17-037481
Cars.com Inc. · CARS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
John Clavadetscher
Officer — Chief Revenue Officer
Period of report
May 31, 2017
Accepted (ET)
Jun 2, 2017 · 7:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001683606
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | May 31, 2017 | A | 0 | A | — | — | Common Stock | 0 | 0 | D |
| Restricted Stock UnitsF3,F4 | — | May 31, 2017 | A | 0 | A | — | — | Common Stock | 0 | 0 | D |
| Restricted StockF5,F4 | — | May 31, 2017 | A | 0 | A | — | — | Common Stock | 0 | 0 | D |
Explanation of responses
- F1In connection with the spin-off of Cars.com Inc. (the "Company") from TEGNA, Inc. on May 31, 2017 (the "spinoff"), each outstanding and unvested time-vesting TEGNA restricted stock unit (RSU) award granted in 2016 and 2017 was converted into an RSU award denominated in shares of the Company's common stock. The number of underlying shares will be adjusted (based in part on the value weighted average per-share price of the Company's common stock during each of the first five full NYSE trading sessions commencing June 1, 2017) in a manner intended to preserve the aggregate intrinsic value of the original TEGNA RSU award. Once the number of shares of the Company's common stock underlying this RSU award has been determined, an Amended Form 4 will be filed disclosing such information. At the date of the spinoff, John held a total of 1,885 TEGNA RSUs from a January 2016 grant. Each RSU will represent a contingent right to receive one share of the Company's underlying common stock.
- F2The RSUs vest in four equal annual installments beginning on December 31, 2016. Vested shares will be delivered to the reporting person upon the earliest to occur of the termination of employment of the reporting person, a change in control of the Company, or December 31, 2019.
- F3In connection with the spinoff, each outstanding and unvested time-vesting TEGNA RSU award granted in 2016 and 2017 was converted into an RSU award denominated in shares of the Company's common stock. The number of underlying shares will be adjusted (based in part on the value weighted average per-share price of the Company's common stock during each of the first five full NYSE trading sessions commencing June 1, 2017) in a manner intended to preserve the aggregate intrinsic value of the original TEGNA RSU award. Once the number of shares of the Company's common stock underlying this RSU award has been determined, an Amended Form 4 will be filed disclosing such information. As of the date of the spinoff, John held a total of 6,241 TEGNA RSUs from a January 2017 grant. Each RSU will represent a contingent right to receive one share of the Company's underlying common stock.
- F4The RSUs vest in four equal annual installments beginning on December 31, 2017. Vested shares will be delivered to the reporting person upon the earliest to occur of the termination of employment of the reporting person, a change in control of the Company, or December 31, 2020.
- F5In connection with the spinoff, each outstanding and unvested time-vesting TEGNA RSU award granted in 2016 and 2017 was converted into an RSU award denominated in shares of the Company's common stock. The number of underlying shares will be adjusted (based in part on the value weighted average per-share price of the Company's common stock during each of the first five full NYSE trading sessions commencing June 1, 2017) in a manner intended to preserve the aggregate intrinsic value of the original TEGNA RSU award. Once the number of shares of the Company's common stock underlying this RSU award has been determined, an Amended Form 4 will be filed disclosing such information. As of the date of the spinoff, John held a total of 1,040 TEGNA RSUs from a March 2017 grant. Each RSU will represent a contingent right to receive one share of the Company's underlying common stock.