SEC Form 4 · accession 0001209191-17-037485
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
Jill A Greenthal
Director
Period of report
May 31, 2017
Accepted (ET)
Jun 2, 2017 · 7:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001683606
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 31, 2017 | A | 3,062 | — | A | 3,062 | 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 UnitsF2,F3,F4 | — | May 31, 2017 | A | 0 | A | — | — | Common Stock | — | 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"), one share of the Company's common stock was issued for every three shares of TEGNA common stock to TEGNA stockholders of record as of May 18, 2017.
- F2In connection with the spinoff, each outstanding and unvested 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. As of the date of the spinoff, Jill held 5,000 TEGNA RSUs. Each RSU represents a contingent right to receive one share of the Company's underlying common stock.
- F3The RSUs vest in four equal quarterly installments on each of August 1, 2017, November 1, 2017, February 1, 2018 and the earlier of May 1, 2018 or the date of the 2018 Annual Meeting.
- F4The RSUs expire on the later of May 1, 2018 or the date of the 2018 Annual Meeting.