Cars.com Inc. — Director's Dealing 2017

Jun 13, 2017

SEC Form 4/A — Form 4/A

Issuer: Cars.com Inc. (CARS)
CIK: 0001683606
Period of Report: 2017-05-31

Reporting Person: Sheehan Becky A (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-31	Restricted Stock Units	$	A	91076	Acquired		Common Stock (91076)	Direct

Footnotes

F1: In connection with the spin-off of Cars.com Inc. (the "Company") from TEGNA Inc. on May 31, 2017, this outstanding and unvested time-vesting TEGNA restricted stock unit (RSU) award granted in 2017 was converted into an RSU award denominated in shares of the Company's common stock. The number of underlying shares was adjusted (based in part on the volume weighted average per-share price of the Company's common stock during each of the first five full NYSE trading sessions commencing June 1, 2017) in a manner intended to preserve the aggregate intrinsic value of the original TEGNA RSU. This amendment is being filed to disclose the number of shares of the Company's common stock underlying this RSU. Each RSU represents a contingent right to receive one share of the Company's underlying common stock.

F2: The RSUs vest in four equal annual installments beginning on December 31, 2017. Vested shares will be delivered to the reporting person upon the earliest to occur of the termination of employment of the reporting person, a change in control of the issuer, or December 31, 2020.