Filing Details
- Accession Number:
- 0001104659-20-018070
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-02-12 08:46:51
- Reporting Period:
- 2020-02-11
- Accepted Time:
- 2020-02-12 08:46:51
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1412270 | Care.com Inc | CRCM | Retail-Retail Stores, Nec (5990) | DE |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
891103 | Iac/Interactivecorp | 555 West 18Th Street New York NY 10011 | No | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | Acquisiton | 2020-02-11 | 33,514,960 | $15.00 | 1,000 | No | 4 | P | Direct |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | P | Direct |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Common Stock | Series A Convertible Preferred Stock | Acquisiton | 2020-02-11 | 46,350 | $1,817.69 | 5,360,825 | $0.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
0 | No | 4 | P | Direct |
Footnotes
- Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2019, by and among IAC/InterActiveCorp ("Parent"), Buzz Merger Sub Inc. ("Merger Sub") and Care.com, Inc. ("Issuer"), Merger Sub conducted a tender offer (the "Offer") for (i) all outstanding shares of common stock, par value $0.001 per share (the "Common Shares") of Issuer, at a price per Common Share of $15.00 and (ii) all outstanding shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Shares," and together with the Common Shares, the "Shares") of Issuer, at a price per Preferred Share of $1,817.69, in each case, net to the holder in cash, without interest, less any applicable withholding taxes.
- As of one minute after 11:59 p.m., Eastern Time, on February 10, 2020, when the Offer expired, approximately 26,256,871 Common Shares and 46,350 Preferred Shares were validly tendered and not properly withdrawn in the Offer, including 618,484 Common Shares tendered pursuant to guaranteed delivery procedures. On February 11, 2020, Merger Sub accepted for payment, and expects to as soon as practicable pay for, all Shares validly tendered and not properly withdrawn prior to the expiration of the Offer. Pursuant to the Merger Agreement, on February 11, 2020, Merger Sub merged with and into Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and without any stockholder vote, with Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger").
- At the effective time of the Merger (the "Effective Time"), and as a result of the Merger, all outstanding shares of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time were converted into an aggregate of 1,000 shares of newly and validly issued, fully paid and non-assessable shares of common stock of Issuer, as the surviving corporation. Consequently, following the consummation of the Merger on February 11, 2020, Parent became the direct owner of 1,000 shares of common stock of Issuer, as the surviving corporation, representing the only outstanding capital of Issuer.