SEC Form 4 · accession 0001209191-17-037488
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
Thomas Alex Vetter
Officer — CEO and President · Director
Period of report
May 31, 2017
Accepted (ET)
Jun 2, 2017 · 7:25 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 | 571 | — | A | 571 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Rrestricted Stock UnitsF2,F3 | — | May 31, 2017 | A | 0 | A | — | — | Common Stock | 0 | 0 | D |
| Restricted Stock UnitsF4,F5 | — | 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"), 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 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. As of the date of the spinoff, Alex held 6,855 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.
- F3The 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, and December 31, 2019.
- F4In 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, Alex held 74,888 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.
- F5The 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, and December 31, 2020.