Sec Form 4 Filing - CapitalG LP @ Care.com Inc - 2018-06-29

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CapitalG LP
2. Issuer Name and Ticker or Trading Symbol
Care.com Inc [ CRCM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1600 AMPHITHEATRE PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
06/29/2018
(Street)
MOUNTAIN VIEW, CA94043
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Preferred Stock, Series A $ 10.5 ( 1 ) 06/29/2018 J( 2 ) 0 ( 2 ) ( 1 ) ( 1 ) Common Stock 4,913,210 ( 2 ) 46,350 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CapitalG LP
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
CapitalG GP LLC
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
Alphabet Inc.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
Signatures
CapitalG LP, by CapitalG GP LLC, its General Partner, by Jeremiah Gordon, General Counsel and Secretary 06/29/2018
Signature of Reporting Person Date
CapitalG GP LLC, by Jeremiah Gordon, General Counsel and Secretary 06/29/2018
Signature of Reporting Person Date
Alphabet Inc., by Kathryn W. Hall, Assistant Secretary 06/29/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Convertible Preferred Stock, Series A, par value $0.001 per share (the "Convertible Preferred Stock"), is convertible at any time and has no expiration date. The Issuer may mandatorily convert the Convertible Preferred Stock into Common Stock (i) at any time after the seventh anniversary of June 29, 2016 (the "Closing Date"), and (ii) between the fifth anniversary and the seventh anniversary of the Closing Date, if certain conditions are met.
( 2 )Holders of the Convertible Preferred Stock are entitled to cumulative dividends, whether or not declared by the Issuer's board of directors, at the rate of 5.50% per annum during the period from the Closing Date to the seventh anniversary of the Closing Date. Such dividends are payable semi-annually in arrears on June 29 and December 29 of each year, by increasing the liquidation preference of each share of Convertible Preferred Stock. Accordingly, the liquidation preference of each share of Convertible Preferred Stock increased on June 29, 2018, such that the number of shares of Convertible Preferred Stock held directly by CapitalG LP remained the same, but are now convertible into 4,913,210 shares of Common Stock.
( 3 )CapitalG LP directly holds shares of the Convertible Preferred Stock. CapitalG GP LLC, the general partner of CapitalG LP, Alphabet Holdings LLC, the managing member of CapitalG GP LLC, XXVI Holdings Inc., the sole member of Alphabet Holdings LLC, and Alphabet Inc., the sole stockholder of XXVI Holdings Inc., may each be deemed to have the sole power to vote and dispose of these shares. Each of CapitalG GP LLC, Alphabet Holdings LLC, XXVI Holdings Inc., and Alphabet Inc. disclaims beneficial ownership of the Convertible Preferred Stock, except to the extent of any pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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