Match Group, Inc. — Director's Dealing 2020

Feb 12, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Care.com Inc (CRCM)
CIK: 0001412270
Period of Report: 2020-02-11

Reporting Person: IAC/INTERACTIVECORP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-11	Common Stock	P	33514960	$15.00	Acquired	1000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-11	Series A Convertible Preferred Stock	$	P	46350	Acquired		Common Stock (5360825)	Direct

Footnotes

F1: Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2019, by and among IAC/InterActiveCorp ("Parent"), Buzz Merger Sub Inc. ("Merger Sub") and Care.com, Inc. ("Issuer"), Merger Sub conducted a tender offer (the "Offer") for (i) all outstanding shares of common stock, par value $0.001 per share (the "Common Shares") of Issuer, at a price per Common Share of $15.00 and (ii) all outstanding shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Shares," and together with the Common Shares, the "Shares") of Issuer, at a price per Preferred Share of $1,817.69, in each case, net to the holder in cash, without interest, less any applicable withholding taxes.

F2: As of one minute after 11:59 p.m., Eastern Time, on February 10, 2020, when the Offer expired, approximately 26,256,871 Common Shares and 46,350 Preferred Shares were validly tendered and not properly withdrawn in the Offer, including 618,484 Common Shares tendered pursuant to guaranteed delivery procedures. On February 11, 2020, Merger Sub accepted for payment, and expects to as soon as practicable pay for, all Shares validly tendered and not properly withdrawn prior to the expiration of the Offer. Pursuant to the Merger Agreement, on February 11, 2020, Merger Sub merged with and into Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and without any stockholder vote, with Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger").

F3: At the effective time of the Merger (the "Effective Time"), and as a result of the Merger, all outstanding shares of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time were converted into an aggregate of 1,000 shares of newly and validly issued, fully paid and non-assessable shares of common stock of Issuer, as the surviving corporation. Consequently, following the consummation of the Merger on February 11, 2020, Parent became the direct owner of 1,000 shares of common stock of Issuer, as the surviving corporation, representing the only outstanding capital of Issuer.