Amended Statement of Beneficial Ownership (sc 13d/a)
February 01 2017 - 6:08AM
Edgar (US Regulatory)
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.
*
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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.
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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).
CUSIP No. 141633107
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(1)
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Names of
reporting persons
CapitalG LP
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
OO
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(5)
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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(6)
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Citizenship or place of
organization
Delaware, United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
4,535,679 *
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
4,535,679 *
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
4,535,679 *
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(12)
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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(13)
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Percent of class represented by amount
in Row (11)
13.6% **
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(14)
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Type of reporting person (see
instructions)
PN
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*
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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.
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**
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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
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(1)
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Names of
reporting persons
CapitalG GP LLC
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
AF
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(5)
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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(6)
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Citizenship or place of
organization
Delaware, United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
4,535,679 *
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
4,535,679 *
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
4,535,679 *
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(12)
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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(13)
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Percent of class represented by amount
in Row (11)
13.6% **
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(14)
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Type of reporting person (see
instructions)
OO
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*
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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.
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**
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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
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(1)
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Names of
reporting persons
Google Inc.
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
AF
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(5)
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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(6)
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Citizenship or place of
organization
Delaware, United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
|
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(7)
|
|
Sole voting power
4,535,679 *
|
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
4,535,679 *
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
4,535,679 *
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(12)
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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(13)
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Percent of class represented by amount
in Row (11)
13.6% **
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(14)
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Type of reporting person (see
instructions)
CO
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*
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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.
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**
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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
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(1)
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Names of
reporting persons
Alphabet Inc.
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
AF
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(5)
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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(6)
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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 *
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(8)
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Shared voting power
0
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(9)
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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)
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|
Percent of class represented by amount
in Row (11)
13.6%**
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(14)
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Type of reporting person (see
instructions)
CO
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*
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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:
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CapitalG LP, a Delaware limited partnership (the Fund);
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CapitalG GP LLC, a Delaware limited liability company (the General Partner)
1
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Google Inc., a Delaware corporation; and
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Alphabet Inc., a Delaware corporation.
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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
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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.
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Dated: January 31, 2017
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CAPITALG LP
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By:
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CapitalG GP LLC
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its General Partner
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By:
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/s/ Jeremiah Gordon
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Name:
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Jeremiah Gordon
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Title:
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General Counsel and Secretary
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CAPITALG GP LLC
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By:
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/s/ Jeremiah Gordon
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Name:
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Jeremiah Gordon
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Title:
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General Counsel and Secretary
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GOOGLE INC.
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By:
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/s/ Christine Flores
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Name:
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Christine Flores
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Title:
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Assistant Secretary
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ALPHABET INC.
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By:
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/s/ Christine Flores
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Name:
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Christine Flores
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Title:
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Assistant Secretary
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Exhibit Index
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Exhibit
Number
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Exhibit Description
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99.1
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Joint Filing Agreement, dated as of July 11, 2016, by and among the Reporting Persons. *
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99.2
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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). *
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99.3
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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). *
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99.4
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Investor Rights Agreement, dated as of June 29, 2016, by and between Care.com, Inc. and Google Capital 2016, L.P. *
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