Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Care.com, Inc.

(Name of issuer)

Common Stock, par value $0.001 per share

(Title of class of securities)

141633107

(CUSIP number)

CapitalG LP

1600 Amphitheatre Parkway

Mountain View, CA 94043

(650) 253-0000

with a copy to:

Christopher A. Rose

Wilmer Cutler Pickering Hale and Dorr LLP

350 South Grand Avenue, Suite 2100

Los Angeles, California 90071

(Name, address and telephone number of person authorized to receive notices and communications)

July 27, 2016

(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 Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons 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).

 

 

 

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CUSIP No. 141633107

 

(1)		Names of reporting persons   CapitalG LP
(2)		Check the appropriate box if a member of a group (see instructions)   (a)  ☐        (b)  ☒
(3)		SEC use only
(4)		Source of funds (see instructions)   OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)   ☐
(6)		Citizenship or place of organization   Delaware, United States of America
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   4,535,679 *
				(8)		Shared voting power   0
				(9)		Sole dispositive power   4,535,679 *
				(10)		Shared dispositive power   0
(11)		Aggregate amount beneficially owned by each reporting person   4,535,679 *
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
(13)		Percent of class represented by amount in Row (11)   13.6% **
(14)		Type of reporting person (see instructions)   PN

 

*	The aggregate number and percentage of Common Stock of the Company beneficially owned consists of 46,350 shares of Convertible Preferred Stock, Series A held directly by CapitalG LP, convertible into Common Stock of the Company, subject to certain conditions and adjustments.

**

The calculation of the foregoing percentage is based on 28,819,449 shares of Common Stock outstanding as of October 26, 2016, as indicated in the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on November 1, 2016, plus the shares of Common Stock issuable upon the conversion of the Convertible Preferred Stock, Series A beneficially owned by the Reporting Persons.

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CUSIP No. 141633107

 

(1)		Names of reporting persons   CapitalG GP LLC
(2)		Check the appropriate box if a member of a group (see instructions)   (a)  ☐        (b)  ☒
(3)		SEC use only
(4)		Source of funds (see instructions)   AF
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)   ☐
(6)		Citizenship or place of organization   Delaware, United States of America
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   4,535,679 *
				(8)		Shared voting power   0
				(9)		Sole dispositive power   4,535,679 *
				(10)		Shared dispositive power   0
(11)		Aggregate amount beneficially owned by each reporting person   4,535,679 *
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
(13)		Percent of class represented by amount in Row (11)   13.6% **
(14)		Type of reporting person (see instructions)   OO

 

*	The aggregate number and percentage of Common Stock of the Company beneficially owned consists of 46,350 shares of Convertible Preferred Stock, Series A held directly by CapitalG LP, convertible into Common Stock of the Company, subject to certain conditions and adjustments.

**

The calculation of the foregoing percentage is based on 28,819,449 shares of Common Stock outstanding as of October 26, 2016, as indicated in the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on November 1, 2016, plus the shares of Common Stock issuable upon the conversion of the Convertible Preferred Stock, Series A beneficially owned by the Reporting Persons.

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CUSIP No. 141633107

 

(1)		Names of reporting persons   Google Inc.
(2)		Check the appropriate box if a member of a group (see instructions)   (a)  ☐        (b)  ☒
(3)		SEC use only
(4)		Source of funds (see instructions)   AF
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)   ☐
(6)		Citizenship or place of organization   Delaware, United States of America
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   4,535,679 *
				(8)		Shared voting power   0
				(9)		Sole dispositive power   4,535,679 *
				(10)		Shared dispositive power   0
(11)		Aggregate amount beneficially owned by each reporting person   4,535,679 *
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
(13)		Percent of class represented by amount in Row (11)   13.6% **
(14)		Type of reporting person (see instructions)   CO

 

*	The aggregate number and percentage of Common Stock of the Company beneficially owned consists of 46,350 shares of Convertible Preferred Stock, Series A held directly by CapitalG LP, convertible into Common Stock of the Company, subject to certain conditions and adjustments.

**

The calculation of the foregoing percentage is based on 28,819,449 shares of Common Stock outstanding as of October 26, 2016, as indicated in the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on November 1, 2016, plus the shares of Common Stock issuable upon the conversion of the Convertible Preferred Stock, Series A beneficially owned by the Reporting Persons.

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CUSIP No. 141633107

 

(1)		Names of reporting persons   Alphabet Inc.
(2)		Check the appropriate box if a member of a group (see instructions)   (a)  ☐        (b)  ☒
(3)		SEC use only
(4)		Source of funds (see instructions)   AF
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)   ☐
(6)		Citizenship or place of organization   Delaware, United States of America
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   4,535,679 *
				(8)		Shared voting power   0
				(9)		Sole dispositive power   4,535,679 *
				(10)		Shared dispositive power   0
(11)		Aggregate amount beneficially owned by each reporting person   4,535,679 *
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
(13)		Percent of class represented by amount in Row (11)   13.6%**
(14)		Type of reporting person (see instructions)   CO

 

*	The aggregate number and percentage of Common Stock of the Company beneficially owned consists of 46,350 shares of Convertible Preferred Stock, Series A held directly by CapitalG LP, convertible into Common Stock of the Company, subject to certain conditions and adjustments.

**

The calculation of the foregoing percentage is based on 28,819,449 shares of Common Stock outstanding as of October 26, 2016, as indicated in the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on November 1, 2016, plus the shares of Common Stock issuable upon the conversion of the Convertible Preferred Stock, Series A beneficially owned by the Reporting Persons.

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CUSIP No. 141633107

This Amendment No. 1 to Schedule 13D (Amendment) amends and supplements the Schedule 13D previously filed on July 11, 2016 (the Statement) by the Reporting Persons (as defined below) relating to common stock, par value $0.001 per share (the Common Stock), of Care.com, Inc., a Delaware corporation (the Company). Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meaning ascribed to such terms in the Statement. Except as set forth herein, this Amendment does not modify any information previously reported by the Reporting Persons in the Statement.

This Amendment is being filed to report a change in beneficial ownership of the Common Stock in an amount equal to one percent or more of the Common Stock, as a result of a decrease in the number of shares of Common Stock outstanding and an increase in the Liquidation Preference of each share of Convertible Preferred Stock by the amount of cumulative dividend accrued. As used in this Amendment, the term Reporting Persons collectively refers to:

 

CapitalG LP, a Delaware limited partnership (the Fund);

 

CapitalG GP LLC, a Delaware limited liability company (the General Partner)1;

 

Google Inc., a Delaware corporation; and

 

Alphabet Inc., a Delaware corporation.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented by adding the following:

On December 29, 2016, the Liquidation Preference (as defined in the Certificate of Designations) of each share of Convertible Preferred Stock increased by an amount equal to the cumulative dividend, which had accrued at a rate of 5.50% per annum during the period from the Closing Date to and including December 29, 2016, and is payable semi-annually in additional Liquidation Preference. As a result of such increase, the number of shares of Common Stock into which each share of Convertible Preferred Stock may convert also increased.

Item 5. Interest in Securities of the Issuer.

Items 5(a)-(b) are hereby amended and restated to read as follows:

(a) and (b)

Based on information in the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on November 1, 2016, there were 28,819,449 shares of Common Stock issued and outstanding as of October 26, 2016. As a result of its purchase pursuant to the Investment Agreement, the Fund holds 46,350 shares of Convertible Preferred Stock, convertible at any time at the Funds option into 4,535,679 shares of Common Stock, or 13.6% of the Common Stock deemed issued and outstanding as of October 26, 2016, based on the initial conversion price of $10.50 per share, subject to certain adjustments.

Each of the General Partner, Google Inc. (as the managing member of the General Partner), and Alphabet Inc. (as the sole stockholder of Google Inc.) may be deemed to be the beneficial owner of the securities owned directly by the Fund, and each disclaims beneficial ownership of such securities.

 

1

The General Partner is beneficially owned by Alphabet Holdings LLC, a Delaware limited liability company, which is in turn wholly owned by Google Inc. Alphabet Holdings LLC may be deemed to have the power to vote and dispose of shares of Convertible Preferred Stock directly owned by the Fund, and disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

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SIGNATURES

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

 

Dated: January 31, 2017
CAPITALG LP
By:		CapitalG GP LLC
		its General Partner
By:		/s/ Jeremiah Gordon
Name:		Jeremiah Gordon
Title:		General Counsel and Secretary
CAPITALG GP LLC
By:		/s/ Jeremiah Gordon
Name:		Jeremiah Gordon
Title:		General Counsel and Secretary
GOOGLE INC.
By:		/s/ Christine Flores
Name:		Christine Flores
Title:		Assistant Secretary
ALPHABET INC.
By:		/s/ Christine Flores
Name:		Christine Flores
Title:		Assistant Secretary

 

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Exhibit Index

 

Exhibit Number		Exhibit Description
99.1		Joint Filing Agreement, dated as of July 11, 2016, by and among the Reporting Persons. *
99.2		Convertible Preferred Stock, Series A Certificate of Designations, dated as of June 29, 2016 (incorporated herein by reference to the Certificate of Designations set forth as Exhibit 3.1 to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on June 29, 2016). *
99.3		Investment Agreement, dated as of June 29, 2016, by and between Care.com, Inc. and Google Capital 2016, L.P. (incorporated herein by reference to the Investment Agreement set forth as Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on June 29, 2016). *
99.4		Investor Rights Agreement, dated as of June 29, 2016, by and between Care.com, Inc. and Google Capital 2016, L.P. *

 

*	Previously Filed