0001104659-20-018081.txt : 20200212 0001104659-20-018081.hdr.sgml : 20200212 20200212090136 ACCESSION NUMBER: 0001104659-20-018081 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200210 FILED AS OF DATE: 20200212 DATE AS OF CHANGE: 20200212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Krupinski David CENTRAL INDEX KEY: 0001596938 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36269 FILM NUMBER: 20600283 MAIL ADDRESS: STREET 1: CARE.COM, INC. STREET 2: 201 JONES ROAD, SUITE 500 CITY: WALTHAM STATE: MA ZIP: 02451 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Care.com Inc CENTRAL INDEX KEY: 0001412270 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 205785879 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 77 FOURTH AVENUE STREET 2: 5TH FLOOR CITY: Waltham STATE: MA ZIP: 02451 BUSINESS PHONE: 781 642 5900 MAIL ADDRESS: STREET 1: 77 FOURTH AVENUE STREET 2: 5TH FLOOR CITY: Waltham STATE: MA ZIP: 02451 4 1 a4.xml 4 X0306 4 2020-02-10 1 0001412270 Care.com Inc CRCM 0001596938 Krupinski David C/O CARE.COM, INC. 77 FOURTH AVENUE, 5TH FLOOR WALTHAM MA 02451 0 1 0 0 CTO & Chief Safety Officer Common Stock, $0.001 par value 2020-02-10 4 M 0 17041 6.70 A 176778 D Common Stock, $0.001 par value 2020-02-10 4 M 0 5830 6.70 A 182608 D Common Stock, $0.001 par value 2020-02-11 4 D 0 22871 D 159737 D Common Stock, $0.001 par value 2020-02-11 4 U 0 159737 D 0 D Stock Option (Right to Buy) 6.70 2020-02-10 4 M 0 17041 0.00 D 2026-03-11 Common Stock 17041 5830 D Stock Option (Right to Buy) 6.70 2020-02-10 4 M 0 5830 0.00 D 2026-03-11 Common Stock 5830 0 D Stock Option (Right to Buy) 21.03 2020-02-11 4 D 0 50000 D 2024-03-05 Common Stock 50000 0 D Stock Option (Right to Buy) 6.70 2020-02-11 4 D 0 67409 D 2026-03-11 Common Stock 67409 0 D Stock Option (Right to Buy) 12.01 2020-02-11 4 D 0 9000 D 2027-03-16 Common Stock 9000 0 D Restricted Stock Units 2020-02-11 4 D 0 2332 D Common Stock 2332 0 D Restricted Stock Units 2020-02-11 4 D 0 545 D Common Stock 545 0 D Restricted Stock Units 2020-02-11 4 D 0 7878 D Common Stock 7878 0 D Restricted Stock Units 2020-02-11 4 D 0 1576 D Common Stock 1576 0 D Restricted Stock Units 2020-02-11 4 D 0 776 D Common Stock 776 0 D Restricted Stock Units 2020-02-11 4 D 0 8294 D Common Stock 8294 0 D Restricted Stock Units 2020-02-11 4 D 0 4899 D Common Stock 4899 0 D Reflects disposition in connection with that certain Agreement and Plan of Merger, dated December 20, 2019, by and among IAC/InterActiveCorp, Buzz Merger Sub Inc. ("Merger Sub") and the Issuer (the "Merger Agreement"), pursuant to which Merger Sub merged with and into the Issuer on February 11, 2020 (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock held by the Reporting Person was cancelled and converted into the right to receive an amount equal to $15.00 per share in cash, without interest, less any applicable withholding taxes. Reflects disposition following a tender pursuant to offer by Merger Sub to purchase all of the Issuer's outstanding common stock at a price of $15.00 per share in cash, without interest, less any applicable withholding taxes, upon the terms and conditions set forth in Merger Sub's Offer to Purchase, dated January 13, 2020, and the related letter of transmittal. The underlying shares subject to the option vest and become exercisable in successive, equal quarterly installments over four years measured from June 9, 2016. Pursuant to the Merger Agreement, effective as of five business days prior to, and conditional upon the occurrence of, the Effective Time, all vested or unvested Company options held by the Reporting Person that qualified as an incentive stock option within the meaning of Section 422(b) of the U.S. Internal Revenue Code of 1986, as amended, became exercisable in full. Reflects disposition pursuant to the Merger Agreement. At the Effective Time, each Issuer option held by the Reporting Person, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes, equal to the product of (x) the total number of shares of Issuer common stock underlying such option multiplied by (y) the excess, if any, of $15.00 over the per-share exercise price of such option. Issuer options held by the Reporting Person with respect to which the per-share exercise price was equal to or greater than $15.00 were cancelled for no consideration. Reflects disposition pursuant to the Merger Agreement. At the Effective Time, each Issuer restricted stock unit held by the Reporting Person became fully vested and was cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes, equal to (x) the total number of shares of Issuer common stock underlying such restricted stock units multiplied by (y) $15.00. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units do not have an expiration date. /s/ Melanie Goins, as Attorney-in-Fact for David Krupinski 2020-02-12