Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^* Marcelo Sheila Lirio	2. Issuer Name and Ticker or Trading Symbol Care.com Inc [ CRCM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO
(Last) (First) (Middle) C/O CARE.COM, INC., 77 FOURTH AVENUE, 5TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 2/10/2020
(Street) WALTHAM, MA 02451 (City) (State) (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value	2/10/2020		M		44252	A	$2.68	1291642	D
Common Stock, $0.001 par value	2/10/2020		M		49833	A	$6.02	1341475	D
Common Stock, $0.001 par value	2/10/2020		M		14925	A	$6.70	1356400	D
Common Stock, $0.001 par value	2/10/2020		M		14925	A	$6.70	1371325	D
Common Stock, $0.001 par value	2/11/2020		D		123935	D	⁽¹⁾	1247390	D
Common Stock, $0.001 par value	2/11/2020		U		1247390	D	⁽²⁾	0	D
Common Stock, $0.001 par value	2/10/2020		M		6000	A	$2.68	21422	I	By Husband
Common Stock, $0.001 par value	2/10/2020		M		4000	A	$3.70	25422	I	By Husband
Common Stock, $0.001 par value	2/10/2020		M		5000	A	$6.02	30422	I	By Husband
Common Stock, $0.001 par value	2/10/2020		M		2390	A	$6.70	32812	I	By Husband
Common Stock, $0.001 par value	2/11/2020		D		32812	D	⁽¹⁾	0	I	By Husband
Common Stock, $0.001 par value	2/11/2020		U		276322	D	⁽²⁾	0	I	By Trust ⁽³⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.68	2/10/2020		M			44252	⁽⁴⁾	12/9/2020	Common Stock	44252	$0	0	D
Stock Option (Right to Buy)	$6.02	2/10/2020		M			49833	⁽⁵⁾	2/28/2023	Common Stock	49833	$0	0	D
Stock Option (Right to Buy)	$6.70	2/10/2020		M			14925	⁽⁶⁾	3/9/2026	Common Stock	14925	$0	14925	D
Stock Option (Right to Buy)	$6.70	2/10/2020		M			14925	⁽⁷⁾	3/9/2026	Common Stock	14925	$0	0	D
Stock Option (Right to Buy)	$2.68	2/11/2020		D			246480	⁽⁸⁾	12/9/2020	Common Stock	246480	⁽⁸⁾	0	D
Stock Option (Right to Buy)	$2.68	2/11/2020		D			75000	⁽⁸⁾	12/9/2020	Common Stock	75000	⁽⁸⁾	0	D
Stock Option (Right to Buy)	$6.02	2/11/2020		D			420167	⁽⁸⁾	2/28/2023	Common Stock	420167	⁽⁸⁾	0	D
Stock Option (Right to Buy)	$21.03	2/11/2020		D			112500	⁽⁸⁾	3/5/2024	Common Stock	112500	⁽⁸⁾	0	D
Stock Option (Right to Buy)	$6.70	2/11/2020		D			250000	⁽⁸⁾	3/9/2026	Common Stock	250000	⁽⁸⁾	0	D
Stock Option (Right to Buy)	$12.01	2/11/2020		D			146390	⁽⁸⁾	3/15/2027	Common Stock	146390	⁽⁸⁾	0	D
Stock Option (Right to Buy)	$2.68	2/10/2020		M			6000	⁽⁹⁾	4/14/2021	Common Stock	6000	$0	0	I	By Husband
Stock Option (Right to Buy)	$3.70	2/10/2020		M			4000	⁽¹⁰⁾	2/22/2022	Common Stock	4000	$0	0	I	By Husband
Stock Option (Right to Buy)	$6.02	2/10/2020		M			5000	⁽¹¹⁾	3/1/2023	Common Stock	5000	$0	0	I	By Husband
Stock Option (Right to Buy)	$6.70	2/10/2020		M			2390	⁽¹²⁾	3/11/2026	Common Stock	2390	$0	6930	I	By Husband
Stock Option (Right to Buy)	$6.70	2/11/2020		D			6930	⁽⁸⁾	3/11/2026	Common Stock	6930	⁽⁸⁾	0	I	By Husband
Stock Option (Right to Buy)	$12.01	2/11/2020		D			4500	⁽⁸⁾	3/16/2027	Common Stock	4500	⁽⁸⁾	0	I	By Husband
Restricted Stock Units	⁽¹³⁾	2/11/2020		D			6997	⁽¹³⁾	⁽¹³⁾	Common Stock	6997	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	2/11/2020		D			1633	⁽¹³⁾	⁽¹³⁾	Common Stock	1633	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	2/11/2020		D			19644	⁽¹³⁾	⁽¹³⁾	Common Stock	19644	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	2/11/2020		D			15257	⁽¹³⁾	⁽¹³⁾	Common Stock	15257	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	2/11/2020		D			31513	⁽¹³⁾	⁽¹³⁾	Common Stock	31513	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	2/11/2020		D			3101	⁽¹³⁾	⁽¹³⁾	Common Stock	3101	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	2/11/2020		D			33176	⁽¹³⁾	⁽¹³⁾	Common Stock	33176	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	2/11/2020		D			9391	⁽¹³⁾	⁽¹³⁾	Common Stock	9391	⁽¹³⁾	0	D
Restricted Stock Units	⁽¹³⁾	2/11/2020		D			234	⁽¹³⁾	⁽¹³⁾	Common Stock	234	⁽¹³⁾	0	I	By Husband
Restricted Stock Units	⁽¹³⁾	2/11/2020		D			604	⁽¹³⁾	⁽¹³⁾	Common Stock	604	⁽¹³⁾	0	I	By Husband
Restricted Stock Units	⁽¹³⁾	2/11/2020		D			3512	⁽¹³⁾	⁽¹³⁾	Common Stock	3512	⁽¹³⁾	0	I	By Husband
Restricted Stock Units	⁽¹³⁾	2/11/2020		D			778	⁽¹³⁾	⁽¹³⁾	Common Stock	778	⁽¹³⁾	0	I	By Husband
Restricted Stock Units	⁽¹³⁾	2/11/2020		D			2109	⁽¹³⁾	⁽¹³⁾	Common Stock	2109	⁽¹³⁾	0	I	By Husband

Explanation of Responses:
(1)	Reflects disposition in connection with that certain Agreement and Plan of Merger, dated December 20, 2019, by and among IAC/InterActiveCorp, Buzz Merger Sub Inc. ("Merger Sub") and the Issuer (the "Merger Agreement"), pursuant to which Merger Sub merged with and into the Issuer on February 11, 2020 (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock held by the Reporting Person was cancelled and converted into the right to receive an amount equal to $15.00 per share in cash, without interest, less any applicable withholding taxes.
(2)	Reflects disposition following a tender pursuant to the offer by Merger Sub to purchase all of the Issuer's outstanding common stock at a price of $15.00 per share in cash, without interest, less any applicable withholding taxes, upon the terms and conditions set forth in Merger Sub's Offer to Purchase, dated January 13, 2020, and the related letter of transmittal.
(3)	These shares were held by The Sheila L. Marcelo 2012 Family Trust, of which Reporting Person is a trustee.
(4)	The options vested and became exercisable in successive, equal quarterly installments over four years measured from December 9, 2010.
(5)	The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2013.
(6)	The option will vest as to 6.25% of the original number of securities acquired at the end of each successive three-month period from March 9, 2016 until March 9, 2020, subject to the Reporting Person's continued service relationship with the Issuer on such vesting date.
(7)	Pursuant to the Merger Agreement, effective as of five business days prior to, and conditional upon the occurrence of, the Effective Time, all vested or unvested Company options held by the Reporting Person that qualified as an incentive stock option within the meaning of Section 422(b) of the U.S. Internal Revenue Code of 1986, as amended, became exercisable in full.
(8)	Reflects disposition pursuant to the Merger Agreement. At the Effective Time, each Issuer option held by the Reporting Person, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes, equal to the product of (x) the total number of shares of Issuer common stock underlying such option multiplied by (y) the excess, if any, of $15.00 over the per-share exercise price of such option. Issuer options held by the Reporting Person with respect to which the per-share exercise price was equal to or greater than $15.00 were cancelled for no consideration.
(9)	The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2011, subject to option holder's continued service relationship with the Issuer on each such vesting date.
(10)	The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2012, subject to option holder's continued service relationship with the Issuer on each such vesting date.
(11)	The underlying shares subject to the option vested and became exercisable in successive, equal quarterly installments over four years measured from February 1, 2013, subject to option holder's continued service relationship with the Issuer on each such vesting date.
(12)	The option will vest as to 6.25% of the original number of securities acquired at the end of each successive three-month period from March 9, 2016 until March 9, 2020, subject to the option holder's continued service relationship with the Issuer on such vesting date.
(13)	Reflects disposition pursuant to the Merger Agreement. At the Effective Time, each Issuer restricted stock unit held by the Reporting Person became fully vested and was cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes, equal to (x) the total number of shares of Issuer common stock underlying such restricted stock units multiplied by (y) $15.00. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units do not have an expiration date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Marcelo Sheila Lirio C/O CARE.COM, INC. 77 FOURTH AVENUE, 5TH FLOOR WALTHAM, MA 02451	X		President and CEO