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

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(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) Starboard Value GP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard
Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
H. Principal Co
(a)

Principal
Co, as a member of Starboard Value GP, 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) Principal Co has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard
Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
I. Principal GP
(a)

Principal
GP, as the general partner of Principal Co, 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) Principal GP has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard
Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
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