UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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Item 1.  Security and Issuer.

 

This Schedule 13D relates to shares of common stock (the “Shares”) of Cars.com Inc., a Delaware corporation (the “Issuer”).  The Issuer’s principal executive office is located at 300 S. Riverside Plaza, Suite 1000, Chicago, Illinois 60606.

 

Item 2.  Identity and Background.

 

The persons filing this Schedule 13D are: (i) Catalus Capital LLC, a Connecticut limited liability company; (ii) Catalus Capital Management LLC, a Connecticut limited liability company; (iii) Michael Freeburg, a United States citizen; and (iv) Mark Olszewski, a United States citizen (collectively, the “Reporting Persons”).

 

Catalus Capital LLC is a private fund.  Catalus Capital Management LLC is the investment manager of Catalus Capital LLC.  Michael Freeburg and Mark Olszewski are both managers of Catalus Capital Management LLC.  The principal business address of Catalus Capital LLC and Catalus Capital Management LLC is 45 East Putnam Avenue, Greenwich, Connecticut 06830.  The principal business address of Michael Freeburg and Mark Olszewski is c/o Catalus Capital Management LLC, 45 East Putnam Avenue, Greenwich, Connecticut 06830.

 

During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or findings any violation with respect to such laws.

 

Item 3.  Source or Amount of Funds or Other Consideration.

 

As of the date of this filing, Catalus Capital LLC holds 4,303,987 Shares, which it acquired for an aggregate price of $105,146,402.40.  All of such Shares are held directly by Catalus Capital LLC, and were acquired with Catalus Capital LLC’s working capital.  These Shares are deemed beneficially owned by the Reporting Persons.

 

In addition to the Shares beneficially owned by Messrs. Freeburg and Olszewski by reason of their relationships with Catalus Capital LLC and Catalus Capital Management LLC, each directly owns 1,080 and 400 Shares, respectively.  Mr. Freeburg paid $25,034.40 for the Shares he holds directly, and Mr. Olszewski paid $9,994.19 for the Shares he holds directly.  As a result, Messrs. Freeburg and Olszewski beneficially own 4,305,067 and 4,304,387 Shares, respectively.

 

Item 4.  Purpose of Transaction.

 

The Reporting Persons acquired the Shares beneficially owned by them for the purpose of acquiring a significant equity position in the Issuer.

 

The Reporting Persons may acquire additional Shares or other securities of the Issuer or may dispose of any or all of their Shares or other securities of the Issuer from time to time through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable depending upon an ongoing evaluation of the Shares, the Issuer, prevailing market conditions, the availability of Shares at prices that would make the purchase or sale of Shares desirable, other investment opportunities, liquidity requirements of the Reporting Persons, the Issuer’s reactions to the discussions below and/or other considerations.

 

In addition, the Reporting Persons may engage in communications with management of the Issuer, one or more shareholders of the Issuer, one or more officers or employees of the Issuer, one or more members of the board of directors of the Issuer (and/or committees thereof) and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations, business, results, plans, strategy, existing and new markets and customers, budgets, prospects, ownership structure, management team composition, and other ideas regarding board composition (in addition to any and/or all other matters referred to in Item 4), management, and the Reporting Persons’ investment in the Issuer.  The Reporting Persons may discuss ideas that are consistent with, that are

 

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inconsistent with, that complement, or that diverge from, the Issuer’s current and future strategy and initiatives, and any and/or all other matters referred to in this Item 4.

 

Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, reconsider their position, and they intend to review their investment in the Issuer on a continuing basis, which could result in the Reporting Persons changing their purpose and/or formulating plans or proposals with respect thereto.

 

Item 5.  Interest in Securities of the Issuer.

 

(a)         As of the date hereof, the following is the beneficial ownership and percentage of the Issuer’s outstanding Shares held by each of the Reporting Persons:

 

Name of Reporting Person		Number of Shares		Percentage
Catalus Capital LLC		4,303,987		6.0	%
Catalus Capital Management LLC		4,303,987		6.0	%
Michael Freeburg		4,305,067		6.0	%
Mark Olszewski		4,304,387		6.0	%

 

The approximate percentage of Shares reported as beneficially owned by the Reporting Persons are based on 71,589,137 Shares outstanding as of August 9, 2017, as reported in the Issuer’s form 10-Q for the fiscal quarter ended June 30, 2017.

 

(b)         The Reporting Persons have shared voting and dispositive power over the Shares as set forth.

 

(c)          All Shares were acquired by the Reporting Persons within the past 60 days.

 

(d)         Aside from the Reporting Persons, no persons have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares reported in this Schedule 13D.

 

(e)          Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a Joint Filing Agreement with respect to the joint filing of this statement and any amendments hereto, a copy of which is filed as Exhibit 99.1 hereto.

 

Other than as described in this Schedule 13D and the agreements attached hereto and incorporated herein by reference, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

Item 7.  Material to Be Filed as Exhibits.

 

Exhibit No.		Description
Exhibit 99.1		Joint filing Agreement by and among the Reporting Persons dated August 25, 2017.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	CATALUS CAPITAL LLC
	By: Catalus Capital Management LLC
	By:	/s/Michael Freeburg
	Name: Michael Freeburg
	Title: Manager
	CATALUS CAPITAL MANAGEMENT LLC
	By:	/s/Michael Freeburg
	Name: Michael Freeburg
	Title: Manager
	MICHAEL FREEBURG
	/s/Michael Freeburg
	MARK OLSZEWSKI
	/s/Mark Olszewski

 

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