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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Trinity TVL IX, LLC

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)

C/O TRINITY VENTURES 3000 SAND HILL ROAD,Â BUILDING FOUR, SUITE 160

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

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

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

(Street)

MENLO PARK,Â CAÂ 94025

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	2,636	I	By Trinity IX Entrepreneurs' Fund, L.P. ⁽¹⁾ ⁽²⁾
Common Stock, $0.001 par value	1,936	I	By Trinity IX Side-By-Side Fund, L.P. ⁽³⁾
Common Stock, $0.001 par value	157,091	I	By Trinity Ventures IX, L.P. ⁽⁴⁾

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 B Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	31,513	$ 0	I	By Trinity IX Entrepreneurs' Fund, L.P. ⁽¹⁾ ⁽²⁾
Series B Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	24,065	$ 0	I	By Trinity IX Side-By-Side Fund, L.P. ⁽³⁾
Series B Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	1,854,342	$ 0	I	By Trinity Ventures IX, L.P. ⁽⁴⁾
Series C Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	10,946	$ 0	I	By Trinity IX Entrepreneurs' Fund, L.P. ⁽¹⁾ ⁽²⁾
Series C Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	8,359	$ 0	I	By Trinity IX Side-By-Side Fund, L.P. ⁽³⁾
Series C Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	644,133	$ 0	I	By Trinity Ventures IX, L.P. ⁽⁴⁾
Series D Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	1,859	$ 0	I	By Trinity IX Entrepreneurs' Fund, L.P. ⁽¹⁾ ⁽²⁾
Series D Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	1,385	$ 0	I	By Trinity IX Side-By-Side Fund, L.P. ⁽³⁾
Series D Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	118,234	$ 0	I	By Trinity Ventures IX, L.P. ⁽⁴⁾
Series E Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	10,981	$ 0	I	By Trinity IX Entrepreneurs' Fund, L.P. ⁽¹⁾ ⁽²⁾
Series E Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	8,022	$ 0	I	By Trinity IX Side-By-Side Fund, L.P. ⁽³⁾
Series E Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	638,525	$ 0	I	By Trinity Ventures IX, L.P. ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Trinity TVL IX, LLC C/O TRINITY VENTURES 3000 SAND HILL ROAD BUILDING FOUR, SUITE 160 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
ORR LAWRENCE K C/O TRINITY VENTURES 3000 SAND HILL ROAD BUILDING FOUR, SUITE 160 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
TRINITY VENTURES IX L P C/O TRINITY VENTURES 3000 SAND HILL ROAD BUILDING FOUR, SUITE 160 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Trinity IX Side-By-Side Fund, L.P. C/O TRINITY VENTURES 3000 SAND HILL ROAD BUILDING FOUR, SUITE 160 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Fenton Noel J C/O TRINITY VENTURES 3000 SAND HILL ROAD BUILDING FOUR, SUITE 160 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Nakache Patricia C/O TRINITY VENTURES 3000 SAND HILL ROAD BUILDING FOUR, SUITE 160 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Tai Augustus O C/O TRINITY VENTURES 3000 SAND HILL ROAD BUILDING FOUR, SUITE 160 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Wang Fred C/O TRINITY VENTURES 3000 SAND HILL ROAD BUILDING FOUR, SUITE 160 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
TVL Management CORP C/O TRINITY VENTURES 3000 SAND HILL ROAD BUILDING FOUR, SUITE 160 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Trinity IX Entrepreneurs Fund LP C/O TRINITY VENTURES 3000 SAND HILL ROAD BUILDING FOUR, SUITE 160 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â

Signatures

/s/ Lawence K. Orr		01/23/2014
^**Signature of Reporting Person		Date
TRINITY TVL IX, LLC, a Delaware limited liability company By: /s/ Lawence K. Orr, Management Member		01/23/2014
^**Signature of Reporting Person		Date
TRINITY VENTURES IX, L.P., a Delaware limited partnership By: Trinity TVL IX, LLC, a Delaware limited liability company its General Partner By: /s/ Lawrence K. Orr, Management Member		01/23/2014
^**Signature of Reporting Person		Date
TRINITY IX SIDE-BY-SIDE FUND, L.P., a Delaware limited partnership By: Trinity TVL IX, LLC, a Delaware limited liability company its General Partner By: /s/ Lawrence K. Orr, Management Member		01/23/2014
^**Signature of Reporting Person		Date
TRINITY IX ENTREPRENEURS' FUND, L.P., a Delaware limited partnership By: Trinity TVL IX, LLC, a Delaware limited liability company its General Partner By: /s/ Lawence K. Orr, Management Member		01/23/2014
^**Signature of Reporting Person		Date
/s/ Noel J. Fenton		01/23/2014
^**Signature of Reporting Person		Date
/s/ Patricia E. Nakache		01/23/2014
^**Signature of Reporting Person		Date
/s/ Augustus O. Tai		01/23/2014
^**Signature of Reporting Person		Date
/s/ Fred Wang		01/23/2014
^**Signature of Reporting Person		Date
TVL MANAGEMENT CORPORATION By: /s/ Lawence K. Orr, President		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)	The shares are owned by Trinity IX Entrepreneurs' Fund, L.P. ("Trinity IX EF") which is under common control with Trinity IX Side-By-Side Fund, L.P. ("Trinity IX SBS") and Trinity Ventures IX, L.P. ("Trinity IX"). Trinity TVL IX, LLC ("Trinity TVL IX") serves as the sole general partner of Trinity IX EF, Trinity IX SBS and Trinity IX. As such, Trinity TVL IX possesses sole voting and investment control over the shares owned by Trinity IX EF, Trinity IX SBS and Trinity IX, and may be deemed to have indirect beneficial ownership of the securities held by Trinity IX EF, Trinity IX SBS and Trinity IX. Trinity TVL IX, however, owns no shares of the Issuer directly.
(2)	Messrs. Fenton, Orr, Tai and Wang and Ms. Nakache serve as Management Members of Trinity TVL IX and serve as Directors of TVL Management Corporation and share voting and dispositive power over the shares held by Trinity IX EF, Trinity IX SBS and Trinity IX. Each Reporting Person disclaims beneficial ownership of the shares held by Trinity IX EF, Trinity IX SBS and Trinity IX except to the extent of his, her or its proportionate pecuniary interest therein.
(3)	The shares are owned by Trinity IX SBS. See footnotes 1 and 2 above.
(4)	The shares are owned by Trinity IX. See footnotes 1 and 2 above.
(5)	The 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.
(6)	The expiration date is not relevant to the conversion of these securities.

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