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

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A. Starboard V&O Fund
(a)

As
of the close of business on December 18, 2017, Starboard V&O Fund beneficially owned 5,308,288 Shares, including 1,900,000
Shares underlying certain forward purchase contracts.

Percentage: Approximately 7.4%

(b) 1. Sole power to vote or direct vote: 5,308,288
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,308,288
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth
in Schedule B and are incorporated herein by reference.
B. Starboard S LLC
(a)

As of the
close of business on December 18, 2017, Starboard S LLC beneficially owned 622,505 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 622,505
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 622,505
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule
B and are incorporated herein by reference.
C. Starboard C LP
(a)

As of the
close of business on December 18, 2017, Starboard C LP beneficially owned 347,899 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 347,899
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 347,899
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule
B and are incorporated herein by reference.
D. Starboard R LP
(a)

Starboard
R LP, as the general partner of Starboard C LP, may
be deemed the beneficial owner of the 347,899 shares owned by Starboard C LP
.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 347,899
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 347,899
4. Shared power to dispose or direct the disposition: 0
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