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

M.

Mr. Molinelli

(a)

As of the close of business on February 22, 2018, Mr. Molinelli 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. Molinelli has not entered into any transactions in the Shares during the past sixty days.

N.

Mr. Wiener

(a)

As of the close of business on February 22, 2018, Mr. Wiener 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.
Wiener has not entered into any transactions in the Shares during the past sixty days.

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting
Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add
the following:

On February 22, 2018,
the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons
agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer,
(b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting
(the “Solicitation”), and (c) Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Value LP through
the Starboard Value Account agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses
incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The Joint Filing and Solicitation
Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Pursuant to letter
agreements, Starboard V&O Fund and its affiliates have agreed to indemnify each of Ms. Adler, Mr. Kelly and Mr. Wiener against
claims arising from the Solicitation and any related transactions. A form of the indemnification letter agreement is attached hereto
as Exhibit 99.2 and is incorporated herein by reference.