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

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(c) Starboard R LP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.
E. Starboard R GP
(a) Starboard R GP, as the general partner of Starboard R 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
(c) Starboard R GP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.
F. Starboard Value LP
(a)

As of the
close of business on December 18, 2017, 821,308 Shares were held in the Starboard Value LP Account. Starboard Value LP, 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, may be deemed the beneficial owner of the (i) 5,308,288 Shares owned by Starboard V&O Fund, (ii) 622,505 Shares owned
by Starboard S LLC, (iii) 347,899 Shares owned by Starboard C LP, and (iv) 821,308 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.9%

(b) 1. Sole power to vote or direct vote: 7,100,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,100,000
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and
on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule
B and are incorporated herein by reference.
G. Starboard Value GP
(a)

Starboard
Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 5,308,288 Shares owned by
Starboard V&O Fund, (ii) 622,505 Shares owned by Starboard S LLC, (iii) 347,899 Shares owned by Starboard C LP, and (iv) 821,308
Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.9%

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