Edgar Filing: Care.com Inc

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Rodriguez Antonio L.

2. Date of Event Requiring Statement (Month/Day/Year)
01/23/2014

3. Issuer Name and Ticker or Trading Symbol
Care.com Inc [CRCM]

(Last)

(First)

(Middle)

MATRIX PARTNERS,Â 101 MAIN STREET, 17TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

CAMBRIDGE,Â MAÂ 02142

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value	117,848	I	By Partnership ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	3,385,890	$ 0	I	By Partnership ⁽¹⁾
Series A-1 Convertible Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	875,199	$ 0	I	By Partnership ⁽¹⁾
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	728,119	$ 0	I	By Partnership ⁽¹⁾
Series C Convertible Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	199,399	$ 0	I	By Partnership ⁽¹⁾
Series D Convertible Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	45,734	$ 0	I	By Partnership ⁽¹⁾
Series E Convertible Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	76,680	$ 0	I	By Partnership ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rodriguez Antonio L. MATRIX PARTNERS 101 MAIN STREET, 17TH FLOOR CAMBRIDGE,Â MAÂ 02142	Â X	Â X	Â	Â

Signatures

/s/ Diane Musi, as Attorney-in-Fact for Antonio L. Rodriguez		01/23/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	All shares are held by Matrix Partners VII, L.P. Mr. Rodriguez is a managing member of Matrix VII Management Co., L.L.C., which is the general partner of Matrix Partners VII, L.P. Mr. Rodriguez disclaims beneficial ownership of the Matrix VII, L.P. shares except to the extent of any pecuniary interest therein.
(2)	The Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock automatically convert into shares of Issuer's Common Stock on a 1:1 basis immediately prior to the completion of Issuer's initial public offering.
(3)	The expiration date is not relevant to the conversion of these securities.

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