| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Care.com, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
141633107
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Matrix Partners VII, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x1
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware, USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
5,428,8692 | ||||
| 6. | Shared Voting Power
| |||||
| 7. | Sole Dispositive Power
5,428,8692 | |||||
| 8. | Shared Dispositive Power
| |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,428,8692 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
17.2%3 | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| 1 | This Schedule 13G is filed by Matrix Partners VII, L.P. (“Matrix VII”); Matrix VII Management Co., L.L.C. (“Matrix VII MC”), the general partner of Matrix VII; and Antonio Rodriguez (“Mr. Rodriguez”), Managing Member of Matrix VII MC (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 2 | Represents 5,428,869 shares held by Matrix VII (the “Matrix VII Shares”). Matrix VII MC is the general partner of Matrix VII, and Mr. Rodriguez is a managing member of Matrix VII MC. Mr. Rodriguez has sole voting and dispositive power with respect to the Matrix VII Shares. The Reporting Persons disclaim beneficial ownership of the Matrix VII Shares, except to the extent of their respective pecuniary interests therein. |
| 3 | This percentage is calculated based upon 31,487,177 shares of the Issuer’s common stock outstanding as of October 29, 2014. |
CUSIP No. 141633107
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Matrix VII Management Co., L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x4
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware, USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
5,428,8695 | ||||
| 6. | Shared Voting Power
| |||||
| 7. | Sole Dispositive Power
5,428,8695 | |||||
| 8. | Shared Dispositive Power
| |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,428,8695 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
17.2%6 | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| 4 | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 5 | Represents the Matrix VII Shares. Matrix VII MC is the general partner of Matrix VII, and Mr. Rodriguez is a managing member of Matrix VII MC. Mr. Rodriguez has sole voting and dispositive power with respect to the Matrix VII Shares. The Reporting Persons disclaim beneficial ownership of the Matrix VII Shares, except to the extent of their respective pecuniary interests therein. |
| 6 | This percentage is calculated based upon 31,487,177 shares of the Issuer’s common stock outstanding as of October 29, 2014. |
CUSIP No. 141633107
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Antonio Rodriguez | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x7
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware, USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
5,428,8698 | ||||
| 6. | Shared Voting Power
| |||||
| 7. | Sole Dispositive Power
5,428,8698 | |||||
| 8. | Shared Dispositive Power
| |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,428,8698 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
17.2%9 | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| 7 | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| 8 | Represents the Matrix VII Shares. Matrix VII MC is the general partner of Matrix VII, and Mr. Rodriguez is a managing member of Matrix VII MC. Mr. Rodriguez has sole voting and dispositive power with respect to the Matrix VII Shares. The Reporting Person disclaims beneficial ownership of the Matrix VII Shares, except to the extent of his pecuniary interest therein. |
| 9 | This percentage is calculated based upon 31,487,177 shares of the Issuer’s common stock outstanding as of October 29, 2014. |
| Item 1. | ||||||
| (a) | Name of Issuer
Care.com, Inc. | |||||
| (b) | Address of Issuer’s Principal Executive Offices
201 Jones Road, Suite 500, Waltham, MA 02451 | |||||
| Item 2. | ||||||
| (a) | Name of Person Filing
Matrix Partners VII, L.P. (“Matrix VII”) Matrix VII Management Co., L.L.C (“Matrix VII MC”) Antonio Rodriguez (“Mr. Rodriguez”) | |||||
| (b) | Address of Principal Business Office or, if none, Residence
c/o Matrix Partners, 101 Main Street, 17th Floor, Cambridge, MA 02142 | |||||
| (c) | Citizenship
Matrix VII: Delaware limited partnership Matrix VII MC: Delaware limited liability company Mr. Rodriguez: U.S. citizen | |||||
| (d) | Title of Class of Securities
Common Stock, par value $0.001 per share | |||||
| (e) | CUSIP Number
141633107 | |||||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | ||||
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||||
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||||
| Item 4. | Ownership | |||||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||||||
| (a) | Amount beneficially owned:
As of December 31, 2014: Matrix VII was the record holder of 5,428,869 shares of Common Stock (the “Matrix VII Shares”), Matrix VII MC was the record holder of 0 shares of Common Stock, and Mr. Rodriguez was the record holder of 0 shares of Common Stock.
Matrix VII MC, as the general partner of Matrix VII, has sole voting and dispositive power over the Matrix VII Shares. Mr. Rodriguez, as managing member of Matrix VII MC, as General Partner of Matrix VII, has sole voting and dispositive power over the Matrix VII Shares. | |||||
| (b) | Percent of class:
Matrix VII: 17.2%
Matrix VII MC: 17.2%
Mr. Rodriguez: 17.2% | |||||
| (c) | Number of shares as to which the person has:
| |||||
| (i) | Sole power to vote or to direct the vote
Matrix VII: 5,428,869
Matrix VII MC: 5,428,869
Mr. Rodriguez: 5,428,869 | |||||
| (ii) | Shared power to vote or to direct the vote
| |||||
| (iii) | Sole power to dispose or to direct the disposition of
Matrix VII: 5,428,869
Matrix VII MC: 5,428,869
Mr. Rodriguez: 5,428,869 | |||||
| (iv) | Shared power to dispose or to direct the disposition of
| |||||
| Item 5. | Ownership of Five Percent or Less of a Class | |||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. | ||||||
| Not Applicable | ||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | |||||
| Not Applicable | ||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | |
| Not Applicable | ||
| Item 8. | Identification and Classification of Members of the Group | |
| Each of the Reporting Persons Expressly disclaims membership in a “Group” as defined in Rule 13d-1(b)(ii)(J). | ||
| Item 9. | Notice of Dissolution of Group | |
| Not Applicable | ||
| Item 10. | Certification | |
| Not Applicable | ||
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 17, 2015 |
| Date |
| MATRIX PARTNERS VII, L.P. | ||
| By: |
Matrix VII Management Co., L.L.C., a Delaware limited liability company and general partner of Matrix Partners VII, L.P. | |
| By: |
/s/ Antonio Rodriguez | |
| Antonio Rodriguez, Authorized Member | ||
MATRIX VII MANAGEMENT CO., L.L.C.
| By: | /s/ Antonio Rodriguez | |
| Antonio Rodriguez, Authorized Member | ||
| /s/ Antonio Rodriguez | ||
| Antonio Rodriguez | ||
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.
| MATRIX PARTNERS VII, L.P. | ||
| By: |
Matrix VII Management Co., L.L.C., a Delaware limited liability company and general partner of Matrix Partners VII, L.P. | |
| By: |
/s/ Antonio Rodriguez | |
| Antonio Rodriguez, Authorized Member | ||
MATRIX VII MANAGEMENT CO., L.L.C.
| By: | /s/ Antonio Rodriguez | |
| Antonio Rodriguez, Authorized Member | ||
| /s/ Antonio Rodriguez | ||
| Antonio Rodriguez | ||