Page 6 of 8 – SEC Filing
CUSIP No. 141633107
This Amendment No. 3 to Schedule 13D (Amendment) amends and supplements the Schedule 13D previously filed on July 11, 2016 (the
Initial Statement), as amended by Amendments No. 1 and No. 2 to the Initial Statement filed on February 1, 2017 and October 2, 2017 respectively, by the Reporting Persons (as defined below) relating to common stock,
par value $0.001 per share (the Common Stock), of Care.com, Inc., a Delaware corporation (the Company). Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meaning
ascribed to such terms in the Statement. Except as set forth herein, this Amendment does not modify any information previously reported by the Reporting Persons in the Statement.
This Amendment is being filed to report a change in beneficial ownership of the Common Stock and constitutes an exit filing only with respect to
Google LLC as a result of an internal restructuring consummated on November 1, 2017 (the Restructuring). As used in this Amendment, the term Reporting Persons collectively refers to:
| CapitalG LP, a Delaware limited partnership (the Fund); |
| CapitalG GP LLC, a Delaware limited liability company (the General Partner)1; |
| Google LLC, a Delaware limited liability company; and |
| Alphabet Inc., a Delaware corporation. |
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(b), and (e) are hereby amended and restated to read as follows:
(a) and (b)
Based on information in the Quarterly
Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on November 2, 2017, there were 30,083,455 shares of Common Stock issued and outstanding as of October 27, 2017. As a result of its purchase pursuant to
the Investment Agreement, the Fund holds 46,350 shares of Convertible Preferred Stock, convertible at any time at the Funds option into 4,746,720 shares of Common Stock, or 13.6% of the Common Stock deemed issued and outstanding as of
October 27, 2017, based on the initial conversion price of $10.50 per share, subject to certain adjustments.
As a result of the
Restructuring, Google LLC ceased to beneficially own any Common Stock. Each of the General Partner, Alphabet Holdings LLC (as the managing member of the General Partner), XXVI Holdings Inc. (as the sole member of Alphabet Holdings LLC), and Alphabet
Inc. (as the sole stockholder of XXVI Holdings Inc.) may be deemed to be the beneficial owner of the securities owned directly by the Fund, and each disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest
therein.
(e)
As a result of the
Restructuring, Google LLC ceased to beneficially own any Common Stock.
| 1 | The General Partner is beneficially owned by Alphabet Holdings LLC, a Delaware limited liability company, which is in turn wholly owned by XXVI Holdings Inc., a Delaware corporation. Alphabet Holdings LLC and XXVI Holdings Inc. may each be deemed to have the power to vote and dispose of shares of Convertible Preferred Stock directly owned by the Fund, and each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
