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

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(b) 1. Sole power to vote or direct vote: 6,377,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,377,000
4. Shared power to dispose or direct the disposition: 0
(c) Principal GP has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D.
J. Messrs. Smith, Mitchell and Feld
(a) Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of
the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner
of the (i) 4,754,300 Shares owned by Starboard V&O Fund, (ii) 563,533 Shares owned by Starboard S LLC, (iii) 316,276 Shares
owned by Starboard C LP, and (iv) 742,891 Shares held in the Starboard Value LP Account.

Percentage: Approximately 8.9%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,377,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,377,000
(c) None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the
filing of Amendment No. 2 to the Schedule 13D.
K. Ms. Adler
(a) As of the close of business on February 22, 2018, Ms. Adler did not own any Shares.

Percentage: 0%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c) Ms. Adler has not entered into any transactions in the Shares during the past sixty days.
L. Mr. Kelly
(a) As of the close of business on February 22, 2018, Mr. Kelly did not own any Shares.

Percentage: 0%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Kelly has not entered into any transactions in the Shares during the past sixty days.
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