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

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Cars.com Inc.

(Name
of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

14575E105

(CUSIP Number)

JEFFREY
C. SMITH

STARBOARD
VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

February 22, 2018

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.

Item 2 is hereby amended
and restated to read as follows:

(a)       This
statement is filed by:

Each of the foregoing is referred to
as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is
party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D.

(b)       The
address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP,
Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York,
New York 10017. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand
Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business
addresses are set forth on Schedule A to the Schedule 13D and are incorporated by reference in this Item 2. Ms. Adler’s principal
business address is 420 E. 72^nd Street, Apt. 9J, New York, New York 10021. Mr. Kelly’s principal business address
is 390 North Lake Street, Litchfield, Connecticut 06759. Mr. Molinelli’s principal business address is c/o Starboard Value
LP, 777 Third Avenue, 18^th Floor, New York, New York 10017. Mr. Wiener’s principal business address is 17 Amber
Lane, Oyster Bay Cove, New York 11771.

(c)       The
principal business of Starboard V&O Fund is serving as a private investment fund.  Starboard V&O Fund has been
formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies
in order to enhance shareholder value.  Starboard S LLC and Starboard C LP have been formed for the purpose of investing
in securities and engaging in all related activities and transactions.  Starboard Value LP provides investment advisory
and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP
Account and the manager of Starboard S LLC.  The principal business of Starboard Value GP is providing a full range of
investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP.  The
principal business of Principal Co is providing investment advisory and management services.  Principal Co is a member
of Starboard Value GP.  Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general
partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP.  Messrs. Smith, Mitchell and
Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management
Committee of Principal GP. The principal occupation of Ms. Adler is serving on the Board of Directors of Performance Food Group
Company. The principal occupation of Mr. Kelly is serving as the Chief Executive Officer of Kelly Newman Ventures, LLC. The principal
occupation of Mr. Molinelli is serving as a Partner of Starboard Value LP. The principal occupation of Mr. Wiener is serving as
the Executive Chairman of 360i LLC.

(d)       No
Reporting Person, nor any person listed on Schedule A to the Schedule 13D, has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No
Reporting Person, nor any person listed on Schedule A to the Schedule 13D, has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

(f)       Messrs.
Smith, Mitchell, Feld, Kelly, Molinelli and Wiener and Ms. Adler are citizens of the United States of America. The citizenship
of the persons listed on Schedule A to the Schedule 13D is set forth therein.

Item 4 is hereby amended
to add the following:

On February 12, 2018,
the Issuer filed a Form 8-K disclosing that the Issuer will hold its 2018 Annual Meeting of Stockholders (the “2018 Annual
Meeting”) on May 18, 2018, and that stockholders desiring to nominate a director or bring any other business before the 2018
Annual Meeting must notify the Issuer’s Secretary in writing prior to the close of business on February 22, 2018. On February
22, 2018, Starboard V&O Fund delivered a letter to the Issuer’s Secretary (the “Nomination Letter”) nominating
a slate of four highly qualified director candidates, Meredith Adler, Michael J. Kelly, Gavin T. Molinelli and Bryan Wiener (collectively,
the “Nominees”), for election to the Board at the 2018 Annual Meeting. The Reporting Persons believe that the Nominees
have the qualifications, experience and skill sets necessary to serve as directors of the Issuer, as evidenced by their bios below.
The Reporting Persons hope to continue to engage in constructive dialogue with the Issuer’s management team and the Board
regarding opportunities to unlock value at the Issuer, including changes to the composition of the Board.

Meredith Adler,
age 63, served as a Managing Director and Senior Equity Analyst, Research Division at Barclays Investment Bank, the investment
banking division of Barclays plc (NASDAQ: BCS), a multinational bank and financial services company (“Barclays”),
from September 2008 until her retirement in July 2016. In her role at Barclays, Ms. Adler followed a wide range of consumer-oriented
companies, including foodservice distributors, food and drug retailers, discounters, and healthy living retailers. Prior to Barclays,
she served as a Senior Equity Analyst and Managing Director at Lehman Brothers Holdings, Inc., a global financial services firm,
from 1996 until the company was acquired by Barclays in September 2008. Prior to becoming an Equity Analyst in mid-1996, Ms. Adler
spent 10 years as a High Yield Bond Analyst following companies in the retail, health care and consumer product sectors. She previously
held positions at Credit Suisse First Boston, formerly the investment banking division of Credit Suisse Group, L.F. Rothschild,
formerly a merchant and investment banking firm, and Chase Securities, which was later acquired by J.P. Morgan. Ms. Adler began
her career as a Commercial Lending Officer at Citibank and spent eight years in the commercial banking industry. She currently
serves on the Board of Directors of Performance Food Group Company (NYSE: PFGC), a distributor of a range of food products, a position
she has held since September 2016. Ms. Adler was ranked as the No. 1 Food and Drug Retailing Analyst in Institutional Investor’s
(II) annual poll of equity analysts for 14 years in a row (through 2015) and in 2011 she was entered into the II All-America Research
Hall of Fame. She was also ranked as one of the top high yield analysts four times in three different industries by II Fixed Income
survey. Ms. Adler is a former CFA charter holder. Ms. Adler received her M.B.A. from New York University Stern School of Business
and a B.A. from Boston University.

Michael J. Kelly,
age 60, is the Co-Founder of Kelly Newman Ventures, LLC, an advisory and investment firm, and has served as its Chief Executive
Officer since its formation in September 2016. Previously, he served as the President and Chief Executive Officer of The Weather
Channel Companies, a leading weather-focused media and technology company owned by a consortium made up of The Blackstone Group,
Bain Capital, and NBCUniversal, from July 2009 through January 2012. Prior to that, he served as the President of AOL Media Networks,
a division of Time Warner, Inc. (NYSE: TWX) (“Time Warner”), from 2004 to 2007, where he pioneered the media network
strategy through a number of successful acquisitions such as Advertising.com and Third Screen Media. From 2002 to 2004, Mr. Kelly
served as President of the Global Marketing group at Time Warner (f/k/a AOL Time Warner Inc. (formerly NYSE: AOL)) and from 2000
to 2002, as the Founder and Chief Executive Officer of American Town Network, LLC. He has also served as an advisor to numerous
investment firms, consultants and companies, including Veronis Suhler Stevenson. He currently serves on the Boards of Directors
of Quantcast Corporation, an American technology company that specializes in audience measurement and real-time advertising (since
January 2014), American Town Network, LLC, which operates AmericanTowns.com that provides an environment on the Web for community
members to find information about their local city, town, and neighborhood (since April 2000), and Dianomi, a content marketing
company of which he is non-executive Chairman (since February 2018). He also currently serves on the Board of Advisors of Celtra
Inc., a mobile advertising company (since March 2012). Previously, Mr. Kelly served on the Boards of Directors of Bankrate, Inc.
(formerly NYSE: RATE), an online publisher, aggregator, and distributor of personal finance content, from June 2012 until the company
was sold in September 2017 and MediaMind, a digital media services company, from February 2008 to July 2011. He also previously
served as Chairman of the Boards of Directors of ColSpace Corporation, an operator of a cloud-based platform that allows users
to access advertising data in real-time, from October 2012 until the company was sold in May 2016 and Unruly Group Limited, an
operator of an online platform for social video advertising, from June 2012 until the company was sold in September 2015. Mr. Kelly
is also currently on the Board of the American Advertising Federation and the Board of Councilors of the Carter Center in Atlanta.
He is also a founding member of The Kelly Gang. He graduated from the University of Illinois at Urbana-Champaign with a B.A. in
Political Science.

Gavin T. Molinelli,
age 34, is a Partner of Starboard Value LP, a New York-based investment adviser with a focused and fundamental approach to investing
primarily in publicly traded U.S. companies. Prior to Starboard Value LP’s formation in 2011, as part of the spin-off, Mr.
Molinelli was a Director and an Investment Analyst at Ramius LLC for the funds that comprised the Value and Opportunity investment
platform. Prior to joining Ramius LLC in October 2006, Mr. Molinelli was a member of the Technology Investment Banking group at
Banc of America Securities LLC. Mr. Molinelli previously served on the Board of Directors of each of Depomed, Inc. (NASDAQ: DEPO),
a specialty pharmaceutical company, from March 2017 to August 2017 and Wausau Paper Corp. (formerly NYSE: WPP), a then leading
provider of away from home towel and tissue products, from July 2014 until it was acquired by SCA Tissue North America LLC in January
2016. Mr. Molinelli also previously served on the Board of Directors of Actel Corporation (formerly NASDAQ: ACTL), a semi-conductor
company. Mr. Molinelli received a B.A. in Economics from Washington and Lee University.

Bryan Wiener,
age 47, has served as the Executive Chairman of 360i LLC, a leading digitally led advertising agency (“360i”), since
February 2014. He previously served as 360i’s Chief Executive Officer from 2005 to 2013. 360i was named in 2018 Adweek’s
Breakthrough Media Agency of the Year and to Advertising Age’s Top 10 Agency A-List for the 6th year out of the last 8 years.
Prior to 360i, Mr. Wiener was the Co-Chief Executive Officer and co-Founder of Innovation Interactive, the privately held parent
company of 360i and digital media SaaS provider IgnitionOne, from 2004 until it was acquired by Dentsu in 2010. Prior to that,
he held a series of other senior management positions, including as President of Net2Phone Global Services, LLC, a subsidiary of
Net2Phone, Inc. (formerly NASDAQ: NTOP), a leading Voice over IP (VoIP) enabler for service providers that was later acquired,
from 2002 to 2004, and as General Manager at theglobe.com, inc. (formerly NASDAQ: TGLO), which was one of the original social networking
companies from the 1.0 com era, from 1998 to 2000. Mr. Wiener also previously served as the Chairman of Expion, a social content
optimization and analytics software SaaS company, from February 2014 until the company was acquired in July 2015. Mr. Wiener currently
serves on the Board of Directors of comScore, Inc. (OTC: SCOR), a leading cross-platform measurement company that measures audiences,
brands and consumer behavior everywhere, since October 2017. He also serves on the Advisory Boards for Interactive Advertising
Bureau trade association and the Newhouse School of Communications at Syracuse University, where he was inducted into the S.I.
Newhouse School of Public Communications Hall of Fame. Mr. Wiener has been named a “Media Maven” by Advertising Age
and to the “Mediaweek 50 List” (now part of Adweek). Mr. Wiener holds an M.B.A from the Stern School of Business at
New York University and a B.A. from Syracuse University.

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.

Percentage: Approximately 6.6%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 8.9%

Percentage: Approximately 8.9%

Percentage: Approximately 8.9%

Percentage: Approximately 8.9%

Percentage: Approximately 8.9%

Percentage: 0%

Percentage: 0%

Percentage: 0%

Percentage: 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 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.

Pursuant to letter
agreements, Starboard V&O Fund has agreed to compensate Ms. Adler, Mr. Kelly and Mr. Wiener for being named as and serving
as Nominees for election as directors of the Issuer (the “Compensation Letter Agreements”). Under the Compensation
Letter Agreements, Starboard V&O Fund has agreed to pay each of Ms. Adler, Mr. Kelly and Mr. Wiener (i) $25,000 in cash upon
submission of the Nomination Letter to the Issuer and (ii) $25,000 in cash upon the filing of a definitive proxy statement with
the Securities and Exchange Commission by Starboard V&O Fund or its affiliates relating to the Solicitation. Pursuant to the
Compensation Letter Agreements, each of Ms. Adler, Mr. Kelly and Mr. Wiener has agreed to use the after-tax proceeds from such
compensation, or an equivalent amount of other funds, to acquire securities of the Issuer (the “Nominee Shares”) at
such time that each of Ms. Adler, Mr. Kelly and Mr. Wiener shall determine, but in any event no later than fourteen (14) days after
receipt of such compensation, subject to Starboard V&O Fund’s right to waive the requirement to purchase the Nominee
Shares. Pursuant to the Compensation Letter Agreements, each of Ms. Adler, Mr. Kelly and Mr. Wiener has agreed not to sell, transfer
or otherwise dispose of any Nominee Shares until the earliest to occur of (i) the Issuer’s appointment or nomination of such
Nominee as a director of the Issuer, (ii) the date of any agreement with the Issuer in furtherance of such Nominee’s nomination
or appointment as a director of the Issuer, (iii) Starboard V&O Fund’s withdrawal of its nomination of such Nominee for
election as a director of the Issuer, and (iv) the date of the Annual Meeting; provided, however, in the event that the Issuer
enters into a business combination with a third party, each of Ms. Adler, Mr. Kelly and Mr. Wiener may sell, transfer or exchange
the Nominee Shares in accordance with the terms of such business combination. A form of the Compensation Letter Agreement is attached
hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 7 is hereby amended
to add the following exhibits:

SIGNATURES

After reasonable
inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: February 23, 2018