13D Filing: Starboard Value LP and Cars.com Inc (CARS)

Item 5.

Interest in Securities of the Issuer.

Items 5(a) –
(c) are hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 71,625,610 Shares outstanding, as of October 25, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 8, 2017.

A.

Starboard V&O Fund

(a)

As of the close of business on February 22, 2018, Starboard V&O Fund beneficially owned 4,754,300 Shares.

Percentage: Approximately 6.6%

(b)

1. Sole power to vote or direct vote: 4,754,300 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 4,754,300 4. Shared power to dispose or direct the disposition: 0

(c)

Starboard V&O Fund has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.

B.

Starboard S LLC

(a)

As of the close of business on February 22, 2018, Starboard S LLC beneficially owned 563,533 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 563,533 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 563,533 4. Shared power to dispose or direct the disposition: 0

(c)

Starboard S LLC has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.

C.

Starboard C LP

(a)

As of the close of business on February 22, 2018, Starboard C LP beneficially owned 316,276 Shares.

Percentage: Less than 1%