Sec Form 4 Filing - Marcelo Sheila Lirio @ Care.com Inc - 2020-02-10

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 Marcelo Sheila Lirio 2. Issuer Name and Ticker or Trading Symbol Care.com Inc [ CRCM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O CARE.COM, INC., 77 FOURTH AVENUE, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2020 (Street) WALTHAM, MA02451 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Common Stock, $0.001 par value 02/10/2020 M 44,252 A $ 2.68 1,291,642 D Common Stock, $0.001 par value 02/10/2020 M 49,833 A $ 6.02 1,341,475 D Common Stock, $0.001 par value 02/10/2020 M 14,925 A $ 6.7 1,356,400 D Common Stock, $0.001 par value 02/10/2020 M 14,925 A $ 6.7 1,371,325 D Common Stock, $0.001 par value 02/11/2020 D 123,935 D 1,247,390 D Common Stock, $0.001 par value 02/11/2020 U 1,247,390 D 0 D Common Stock, $0.001 par value 02/10/2020 M 6,000 A $ 2.68 21,422 I By Husband Common Stock, $0.001 par value 02/10/2020 M 4,000 A $ 3.7 25,422 I By Husband Common Stock, $0.001 par value 02/10/2020 M 5,000 A $ 6.02 30,422 I By Husband Common Stock, $0.001 par value 02/10/2020 M 2,390 A $ 6.7 32,812 I By Husband Common Stock, $0.001 par value 02/11/2020 D 32,812 D 0 I By Husband Common Stock, $0.001 par value 02/11/2020 U 276,322 D 0 I By Trust ( 3 )

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 Stock Option (Right to Buy) $ 2.68 02/10/2020 M 44,252 ( 4 ) 12/09/2020 Common Stock 44,252 $ 0 0 D Stock Option (Right to Buy) $ 6.02 02/10/2020 M 49,833 ( 5 ) 02/28/2023 Common Stock 49,833 $ 0 0 D Stock Option (Right to Buy) $ 6.7 02/10/2020 M 14,925 ( 6 ) 03/09/2026 Common Stock 14,925 $ 0 14,925 D Stock Option (Right to Buy) $ 6.7 02/10/2020 M 14,925 ( 7 ) 03/09/2026 Common Stock 14,925 $ 0 0 D Stock Option (Right to Buy) $ 2.68 02/11/2020 D 246,480 ( 8 ) 12/09/2020 Common Stock 246,480 ( 8 ) 0 D Stock Option (Right to Buy) $ 2.68 02/11/2020 D 75,000 ( 8 ) 12/09/2020 Common Stock 75,000 ( 8 ) 0 D Stoc k Option (Right to Buy) $ 6.02 02/11/2020 D 420,167 ( 8 ) 02/28/2023 Common Stock 420,167 ( 8 ) 0 D Stock Option (Right to Buy) $ 21.03 02/11/2020 D 112,500 ( 8 ) 03/05/2024 Common Stock 112,500 ( 8 ) 0 D Stock Option (Right to Buy) $ 6.7 02/11/2020 D 250,000 ( 8 ) 03/09/2026 Common Stock 250,000 ( 8 ) 0 D Stock Option (Right to Buy) $ 12.01 02/11/2020 D 146,390 ( 8 ) 03/15/2027 Common Stock 146,390 ( 8 ) 0 D Stock Option (Right to Buy) $ 2.68 02/10/2020 M 6,000 ( 9 ) 04/14/2021 Common Stock 6,000 $ 0 0 I By Husband Stock Option (Right to Buy) $ 3.7 02/10/2020 M 4,000 ( 10 ) 02/22/2022 Common Stock 4,000 $ 0 0 I By Husband Stock Option (Right to Buy) $ 6.02 02/10/2020 M 5,000 ( 11 ) 03/01/2023 Common Stock 5,000 $ 0 0 I By Husband Stock Option (Right to Buy) $ 6.7 02/10/2020 M 2,390 ( 12 ) 03/11/2026 Common Stock 2,390 $ 0 6,930 I By Husband Stock Option (Right to Buy) $ 6.7 02/11/2020 D 6,930 ( 8 ) 03/11/2026 Common Stock 6,930 ( 8 ) 0 I By Husband Stock Option (Right to Buy) $ 12.01 02/11/2020 D 4,500 ( 8 ) 03/16/2027 Common Stock 4,500 ( 8 ) 0 I By Husband Restricted Stock Units ( 13 ) 02/11/2020 D 6,997 ( 13 ) ( 13 ) Common Stock 6,997 ( 13 ) 0 D Restricted Stock Units ( 13 ) 02/11/2020 D 1,633 ( 13 ) ( 13 ) Common Stock 1,633 ( 13 ) 0 D Restricted Stock Units ( 13 ) 02/11/2020 D 19,644 ( 13 ) ( 13 ) Common Stock 19,644 ( 13 ) 0 D Restricted Stock Units ( 13 ) 02/11/2020 D 15,257 ( 13 ) ( 13 ) Common Stock 15,257 ( 13 ) 0 D Restricted Stock Units ( 13 ) 02/11/2020 D 31,513 ( 13 ) ( 13 ) Common Stock 31,513 ( 13 ) 0 D Restricted Stock Units ( 13 ) 02/11/2020 D 3,101 ( 13 ) ( 13 ) Common Stock 3,101 ( 13 ) 0 D Restricted Stock Units ( 13 ) 02/11/2020 D 33,176 ( 13 ) ( 13 ) Common Stock 33,176 ( 13 ) 0 D Restricted Stock Units ( 13 ) 02/11/2020 D 9,391 ( 13 ) ( 13 ) Common Stock 9,391 ( 13 ) 0 D Restricted Stock Units ( 13 ) 02/11/2020 D 234 ( 13 ) ( 13 ) Common Stock 234 ( 13 ) 0 I By Husband Restricted Stock Units ( 13 ) 02/11/2020 D 604 ( 13 ) ( 13 ) Common Stock 604 ( 13 ) 0 I By Husband Restricted Stock Units ( 13 ) 02/11/2020 D 3,512 ( 13 ) ( 13 ) Common Stock 3,512 ( 13 ) 0 I By Husband Restricted Stock Units ( 13 ) 02/11/2020 D 778 ( 13 ) ( 13 ) Common Stock 778 ( 13 ) 0 I By Husband Restricted Stock Units ( 13 ) 02/11/2020 D 2,109 ( 13 ) ( 13 ) Common Stock 2,109 ( 13 ) 0 I By Husband

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Marcelo Sheila Lirio C/O CARE.COM, INC. 77 FOURTH AVENUE, 5TH FLOOR WALTHAM, MA02451 X President and CEO Signatures /s/ Melanie Goins, as Attorney-in-Fact for Sheila Lirio Marcelo 02/12/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Reflects disposition following a tender pursuant to the 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. ( 3 )These shares were held by The Sheila L. Marcelo 2012 Family Trust, of which Reporting Person is a trustee. ( 4 )The options vested and became exercisable in successive, equal quarterly installments over four years measured from December 9, 2010. ( 5 )The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2013. ( 6 )The option will vest as to 6.25% of the original number of securities acquired at the end of each successive three-month period from March 9, 2016 until March 9, 2020, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date. ( 7 )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. ( 8 )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. ( 9 )The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2011, subject to option holder's continued service relationship with the Issuer on each such vesting date. ( 10 )The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2012, subject to option holder's continued service relationship with the Issuer on each such vesting date. ( 11 )The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2013, subject to option holder's continued service relationship with the Issuer on each such vesting date. ( 12 )The option will vest as to 6.25% of the original number of securities acquired at the end of each successive three-month period from March 9, 2016 until March 9, 2020, subject to the option holder's continued service relationship with the Issuer on such vesting date. ( 13 )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.

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).

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