SEC Form 4/A · accession 0001209191-17-039291
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).
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
John Clavadetscher
Officer — Chief Revenue Officer
Period of report
May 31, 2017
Accepted (ET)
Jun 12, 2017 · 7:25 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 | 1,637 | A | — | — | Common Stock | 1,637 | 1,637 | D |
| Restricted Stock UnitsF1,F3 | — | May 31, 2017 | A | 5,422 | A | — | — | Common Stock | 5,422 | 5,422 | D |
| Restricted Stock UnitsF1,F3 | — | May 31, 2017 | A | 903 | A | — | — | Common Stock | 903 | 903 | D |
Explanation of responses
- F1In connection with the spin-off of Cars.com Inc. (the "Company") from TEGNA Inc. on May 31, 2017, 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 was adjusted (based in part on the volume 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. This amendment is being filed to disclose the number of shares of the Company's common stock underlying this RSU. Each RSU represents 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.
- F3The 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.