Cars.com Inc. — Director's Dealing 2017

Jun 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Greenthal Jill A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-31	Common Stock	A	3062	—	Acquired	3062	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-31	Restricted Stock Units	$	A	0	Acquired		Common Stock ()	Direct

Footnotes

F1: In connection with the spin-off of Cars.com Inc. (the "Company") from TEGNA, Inc. on May 31, 2017 (the "spinoff"), one share of the Company's common stock was issued for every three shares of TEGNA common stock to TEGNA stockholders of record as of May 18, 2017.

F2: In connection with the spinoff, each outstanding and unvested restricted stock unit (RSU) award granted in 2016 and 2017 was converted into an RSU award denominated in shares of the Company's common stock. The number of underlying shares will be adjusted (based in part on the value 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 award. Once the number of shares of the Company's common stock underlying this RSU award has been determined, an Amended Form 4 will be filed disclosing such information. As of the date of the spinoff, Jill held 5,000 TEGNA RSUs. Each RSU represents a contingent right to receive one share of the Company's underlying common stock.

F3: The RSUs vest in four equal quarterly installments on each of August 1, 2017, November 1, 2017, February 1, 2018 and the earlier of May 1, 2018 or the date of the 2018 Annual Meeting.

F4: The RSUs expire on the later of May 1, 2018 or the date of the 2018 Annual Meeting.