4//SEC Filing
Goss Michael L 4
Accession 0001104659-20-018079
CIK 0001412270other
Filed
Feb 11, 7:00 PM ET
Accepted
Feb 12, 9:00 AM ET
Size
25.4 KB
Accession
0001104659-20-018079
Insider Transaction Report
Form 4
Care.com IncCRCM
Goss Michael L
Acting Chief Financial Officer
Transactions
- Disposition to Issuer
Restricted Stock Units
2020-02-11−1,510→ 0 total→ Common Stock (1,510 underlying) - Disposition from Tender
Common Stock, $0.001 par value
2020-02-11−8,345→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-11−5,832→ 0 totalExercise: $6.70Exp: 2026-03-11→ Common Stock (5,832 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-11−6,334→ 0 totalExercise: $12.01Exp: 2027-03-16→ Common Stock (6,334 underlying) - Disposition to Issuer
Restricted Stock Units
2020-02-11−467→ 0 total→ Common Stock (467 underlying) - Disposition to Issuer
Restricted Stock Units
2020-02-11−457→ 0 total→ Common Stock (457 underlying) - Disposition to Issuer
Restricted Stock Units
2020-02-11−2,364→ 0 total→ Common Stock (2,364 underlying) - Disposition to Issuer
Restricted Stock Units
2020-02-11−3,484→ 0 total→ Common Stock (3,484 underlying) - Disposition to Issuer
Restricted Stock Units
2020-02-11−212→ 0 total→ Common Stock (212 underlying) - Disposition to Issuer
Restricted Stock Units
2020-02-11−27,090→ 0 total→ Common Stock (27,090 underlying)
Footnotes (3)
- [F1]Reflects disposition following a tender pursuant to the offer by Buzz Merger Sub Inc. ("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.
- [F2]Reflects disposition pursuant to that certain Agreement and Plan of Merger, dated December 20, 2019, by and among IAC/InterActiveCorp, 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 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.
- [F3]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.
Documents
Issuer
Care.com Inc
CIK 0001412270
Entity typeother
Related Parties
1- filerCIK 0001783472
Filing Metadata
- Form type
- 4
- Filed
- Feb 11, 7:00 PM ET
- Accepted
- Feb 12, 9:00 AM ET
- Size
- 25.4 KB