SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Marcelo Sheila Lirio

(Last)

(First)

(Middle)

C/O CARE.COM, INC.

77 FOURTH AVENUE, 5TH FLOOR

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Care.com Inc [ CRCM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	02/26/2018		M		30,524	A	⁽¹⁾	962,352⁽²⁾	D
Common Stock, par value $0.001								6,888	I	By Husband
Common Stock, par value $0.001								276,322	I	By GRAT⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/26/2018		A		91,579		⁽⁴⁾	⁽⁴⁾	Common Stock	91,579	$0.00	91,579⁽⁵⁾	D
Restricted Stock Units	⁽¹⁾	02/26/2018		M			30,524	⁽⁴⁾	⁽⁴⁾	Common Stock	30,524	$0.00	61,055	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

2. Amount of securities beneficially owned following the reported transaction corrects a computational error in the Form 4 filed by the Reporting Person on January 23, 2018 (the "Initial Form 4"). The Initial Form 4 inadvertently reported the amount of securities beneficially owned following the reported transactions as 899,690. The amount of securities beneficially owned following the reported transactions in the Initial Form 4 was in fact 931,828.

3. These shares are held by The Sheila L. Marcelo 2012 Five-Year Grantor Retained Annuity Trust, of which Reporting Person is the trustee.

4. The restricted stock units will vest as to one-third of the original grant on February 26, 2018. The balance of the grant will vest in four equal semi-annual installments on each September 9 and March 9 thereafter, until fully-vested on March 9, 2020. The restricted stock units have no expiration date.

5. On March 16, 2017, the Reporting Person was granted an award of restricted stock units, which vest based upon the Issuer's satisfaction of certain performance goals. On February 26, 2018, the Audit Committee of the Issuer's Board of Directors confirmed that certain of the performance goals had been met, resulting in the vesting of these restricted stock units.

	/s/ Diane Musi, as Attorney-in-Fact for Sheila Lirio Marcelo	02/28/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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