Marcelo Sheila Lirio 4

Accession 0001104659-20-018078

CIK 0001412270other

View on SEC.gov Company Profile

Filed

Feb 11, 7:00 PM ET

Accepted

Feb 12, 9:00 AM ET

Size

88.9 KB

Accession

0001104659-20-018078

Insider Transaction Report

Form 4

Period: 2020-02-10

Care.com IncCRCM

Marcelo Sheila Lirio

DirectorPresident and CEO

Transactions

Exercise/Conversion
Stock Option (Right to Buy)
2020-02-10−14,925→ 14,925 total
Exercise: $6.70Exp: 2026-03-09→ Common Stock (14,925 underlying)
Exercise/Conversion
Stock Option (Right to Buy)
2020-02-10−14,925→ 0 total
Exercise: $6.70Exp: 2026-03-09→ Common Stock (14,925 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2020-02-11−75,000→ 0 total
Exercise: $2.68Exp: 2020-12-09→ Common Stock (75,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2020-02-11−4,500→ 0 total(indirect: By Spouse)
Exercise: $12.01Exp: 2027-03-16→ Common Stock (4,500 underlying)
Disposition to Issuer
Restricted Stock Units
2020-02-11−31,513→ 0 total
→ Common Stock (31,513 underlying)
Disposition to Issuer
Restricted Stock Units
2020-02-11−33,176→ 0 total
→ Common Stock (33,176 underlying)
Disposition from Tender
Common Stock, $0.001 par value
2020-02-11−276,322→ 0 total(indirect: By Trust)
Exercise/Conversion
Stock Option (Right to Buy)
2020-02-10−49,833→ 0 total
Exercise: $6.02Exp: 2023-02-28→ Common Stock (49,833 underlying)
Disposition to Issuer
Restricted Stock Units
2020-02-11−1,633→ 0 total
→ Common Stock (1,633 underlying)
Disposition to Issuer
Restricted Stock Units
2020-02-11−15,257→ 0 total
→ Common Stock (15,257 underlying)
Disposition to Issuer
Restricted Stock Units
2020-02-11−234→ 0 total(indirect: By Spouse)
→ Common Stock (234 underlying)
Disposition to Issuer
Restricted Stock Units
2020-02-11−3,512→ 0 total(indirect: By Spouse)
→ Common Stock (3,512 underlying)
Disposition to Issuer
Restricted Stock Units
2020-02-11−778→ 0 total(indirect: By Spouse)
→ Common Stock (778 underlying)
Disposition to Issuer
Restricted Stock Units
2020-02-11−2,109→ 0 total(indirect: By Spouse)
→ Common Stock (2,109 underlying)
Exercise/Conversion
Common Stock, $0.001 par value
2020-02-10$2.68/sh+44,252$118,595→ 1,291,642 total
Exercise/Conversion
Common Stock, $0.001 par value
2020-02-10$6.02/sh+49,833$299,995→ 1,341,475 total
Exercise/Conversion
Common Stock, $0.001 par value
2020-02-10$6.70/sh+14,925$99,998→ 1,356,400 total
Exercise/Conversion
Common Stock, $0.001 par value
2020-02-10$6.70/sh+14,925$99,998→ 1,371,325 total
Disposition to Issuer
Common Stock, $0.001 par value
2020-02-11−123,935→ 1,247,390 total
Disposition from Tender
Common Stock, $0.001 par value
2020-02-11−1,247,390→ 0 total
Exercise/Conversion
Common Stock, $0.001 par value
2020-02-10$2.68/sh+6,000$16,080→ 21,422 total(indirect: By Spouse)
Exercise/Conversion
Common Stock, $0.001 par value
2020-02-10$3.70/sh+4,000$14,800→ 25,422 total(indirect: By Spouse)
Exercise/Conversion
Common Stock, $0.001 par value
2020-02-10$6.02/sh+5,000$30,100→ 30,422 total(indirect: By Spouse)
Exercise/Conversion
Common Stock, $0.001 par value
2020-02-10$6.70/sh+2,390$16,013→ 32,812 total(indirect: By Spouse)
Disposition to Issuer
Common Stock, $0.001 par value
2020-02-11−32,812→ 0 total(indirect: By Spouse)
Exercise/Conversion
Stock Option (Right to Buy)
2020-02-10−44,252→ 0 total
Exercise: $2.68Exp: 2020-12-09→ Common Stock (44,252 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2020-02-11−246,480→ 0 total
Exercise: $2.68Exp: 2020-12-09→ Common Stock (246,480 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2020-02-11−420,167→ 0 total
Exercise: $6.02Exp: 2023-02-28→ Common Stock (420,167 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2020-02-11−112,500→ 0 total
Exercise: $21.03Exp: 2024-03-05→ Common Stock (112,500 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2020-02-11−250,000→ 0 total
Exercise: $6.70Exp: 2026-03-09→ Common Stock (250,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2020-02-11−146,390→ 0 total
Exercise: $12.01Exp: 2027-03-15→ Common Stock (146,390 underlying)
Exercise/Conversion
Stock Option (Right to Buy)
2020-02-10−6,000→ 0 total(indirect: By Spouse)
Exercise: $2.68Exp: 2021-04-14→ Common Stock (6,000 underlying)
Exercise/Conversion
Stock Option (Right to Buy)
2020-02-10−4,000→ 0 total(indirect: By Spouse)
Exercise: $3.70Exp: 2022-02-22→ Common Stock (4,000 underlying)
Exercise/Conversion
Stock Option (Right to Buy)
2020-02-10−5,000→ 0 total(indirect: By Spouse)
Exercise: $6.02Exp: 2023-03-01→ Common Stock (5,000 underlying)
Exercise/Conversion
Stock Option (Right to Buy)
2020-02-10−2,390→ 6,930 total(indirect: By Spouse)
Exercise: $6.70Exp: 2026-03-11→ Common Stock (2,390 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2020-02-11−6,930→ 0 total(indirect: By Spouse)
Exercise: $6.70Exp: 2026-03-11→ Common Stock (6,930 underlying)
Disposition to Issuer
Restricted Stock Units
2020-02-11−6,997→ 0 total
→ Common Stock (6,997 underlying)
Disposition to Issuer
Restricted Stock Units
2020-02-11−19,644→ 0 total
→ Common Stock (19,644 underlying)
Disposition to Issuer
Restricted Stock Units
2020-02-11−3,101→ 0 total
→ Common Stock (3,101 underlying)
Disposition to Issuer
Restricted Stock Units
2020-02-11−9,391→ 0 total
→ Common Stock (9,391 underlying)
Disposition to Issuer
Restricted Stock Units
2020-02-11−604→ 0 total(indirect: By Spouse)
→ Common Stock (604 underlying)

Footnotes (13)

[F1]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.
[F10]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.
[F11]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.
[F12]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.
[F13]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.
[F2]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.
[F3]These shares were held by The Sheila L. Marcelo 2012 Family Trust, of which Reporting Person is a trustee.
[F4]The options vested and became exercisable in successive, equal quarterly installments over four years measured from December 9, 2010.
[F5]The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2013.
[F6]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.
[F7]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.
[F8]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.
[F9]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.

Documents

1 file

4
a4.xmlPrimary
4

Issuer

Care.com Inc

CIK 0001412270

→

Entity typeother

Related Parties

filerCIK 0001596940

Filing Metadata

Form type: 4
Filed: Feb 11, 7:00 PM ET
Accepted: Feb 12, 9:00 AM ET
Size: 88.9 KB

View on SEC.gov