FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BELL GEORGE

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/13/2017 

3. Issuer Name and Ticker or Trading Symbol

Care.com Inc [CRCM]

(Last)        (First)        (Middle)

C/O CARE.COM, INC., 77 FOURTH AVENUE, 5TH FLOOR

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

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

(Street)

WALTHAM, MA 02451       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


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)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)     (1) 9/30/2018   Common Stock   7500   $1.62   D    
Stock Option (Right to Buy)     (2) 4/13/2021   Common Stock   3000   $2.68   D    
Restricted Stock Units     (3)   (3) Common Stock   6565     (4) D    

Explanation of Responses:
(1)  The shares underlying this option are fully vested and exercisable as of the date hereof. The original vesting schedule was as follows: The initial number of underlying shares subject to the option vested and became exercisable in sixteen equal installments at the end of each three-month period beginning on October 1, 2008.
(2)  The shares underlying this option are fully vested and exercisable as of the date hereof. The original vesting schedule was as follows: The initial number of underlying shares subject to the option vested and became exercisable in sixteen equal installments at the end of each three-month period beginning on May 7, 2011.
(3)  The restricted stock units will vest as to 50% of the original number of restricted stock units on June 9, 2018 and as to an additional 12.5% of the original number of restricted stock units at the end of each successive three month period from June 9, 2018 until June 9, 2019. The restricted stock units have no expiration date.
(4)  Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BELL GEORGE
C/O CARE.COM, INC.
77 FOURTH AVENUE, 5TH FLOOR
WALTHAM, MA 02451
X



Signatures
/s/ Diane Musi, as Attorney-in-Fact for George Bell 9/22/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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