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: 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	0	Acquired		Common Stock (0)	Direct

Footnotes

F1: In connection with the spin-off of Cars.com Inc. (the "Company") from TEGNA, Inc. on May 31, 2017 (the "spinoff"), each outstanding and unvested time-vesting TEGNA 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. At the time of the spinoff, Becky held 104,843 TEGNA RSUs. Each RSU will represent 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.