TEGNA INC — Director's Dealing 2017

May 13, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Cars.com Inc. (CARS WI)
CIK: 0001683606
Period of Report: 2017-05-11

Reporting Person: TEGNA INC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	100	Direct

Footnotes

F1: This Form 3 is being filed in connection with the SEC's declaration of effectiveness of the Registration Statement on Form 10 of Cars.com Inc. ("SpinCo") which describes the planned separation of SpinCo from TEGNA Inc. ("Parent").

F2: Pursuant to SpinCo's certificate of incorporation (as amended), effective as of 11:59 p.m. EDT on the date set by resolution of the Board of Directors of Parent as the record date for distribution of shares of SpinCo's common stock to holders of Parent common stock (such time, the "Effective Time"), the 100 shares of SpinCo's common stock held by Parent prior to the Effective Time shall automatically by operation of law and without further action on the part of SpinCo or Parent, be subdivided and converted into a number of shares of validly issued, fully paid and non-assessable shares of SpinCo's common stock equal to the number of shares of common stock, par value $1.00, of Parent issued and outstanding, but not including shares held by Parent as treasury stock, as of the Effective Time, divided by three (3).