Page 6 of 8 – SEC Filing
| CUSIP No. 14575E105 | 13D |
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Item 1. Security and Issuer.
This Schedule 13D relates to shares of common stock (the Shares) of Cars.com Inc., a Delaware corporation (the Issuer). The Issuers principal executive office is located at 300 S. Riverside Plaza, Suite 1000, Chicago, Illinois 60606.
Item 2. Identity and Background.
The persons filing this Schedule 13D are: (i) Catalus Capital LLC, a Connecticut limited liability company; (ii) Catalus Capital Management LLC, a Connecticut limited liability company; (iii) Michael Freeburg, a United States citizen; and (iv) Mark Olszewski, a United States citizen (collectively, the Reporting Persons).
Catalus Capital LLC is a private fund. Catalus Capital Management LLC is the investment manager of Catalus Capital LLC. Michael Freeburg and Mark Olszewski are both managers of Catalus Capital Management LLC. The principal business address of Catalus Capital LLC and Catalus Capital Management LLC is 45 East Putnam Avenue, Greenwich, Connecticut 06830. The principal business address of Michael Freeburg and Mark Olszewski is c/o Catalus Capital Management LLC, 45 East Putnam Avenue, Greenwich, Connecticut 06830.
During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or findings any violation with respect to such laws.
Item 3. Source or Amount of Funds or Other Consideration.
As of the date of this filing, Catalus Capital LLC holds 4,303,987 Shares, which it acquired for an aggregate price of $105,146,402.40. All of such Shares are held directly by Catalus Capital LLC, and were acquired with Catalus Capital LLCs working capital. These Shares are deemed beneficially owned by the Reporting Persons.
In addition to the Shares beneficially owned by Messrs. Freeburg and Olszewski by reason of their relationships with Catalus Capital LLC and Catalus Capital Management LLC, each directly owns 1,080 and 400 Shares, respectively. Mr. Freeburg paid $25,034.40 for the Shares he holds directly, and Mr. Olszewski paid $9,994.19 for the Shares he holds directly. As a result, Messrs. Freeburg and Olszewski beneficially own 4,305,067 and 4,304,387 Shares, respectively.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Shares beneficially owned by them for the purpose of acquiring a significant equity position in the Issuer.
The Reporting Persons may acquire additional Shares or other securities of the Issuer or may dispose of any or all of their Shares or other securities of the Issuer from time to time through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable depending upon an ongoing evaluation of the Shares, the Issuer, prevailing market conditions, the availability of Shares at prices that would make the purchase or sale of Shares desirable, other investment opportunities, liquidity requirements of the Reporting Persons, the Issuers reactions to the discussions below and/or other considerations.
In addition, the Reporting Persons may engage in communications with management of the Issuer, one or more shareholders of the Issuer, one or more officers or employees of the Issuer, one or more members of the board of directors of the Issuer (and/or committees thereof) and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations, business, results, plans, strategy, existing and new markets and customers, budgets, prospects, ownership structure, management team composition, and other ideas regarding board composition (in addition to any and/or all other matters referred to in Item 4), management, and the Reporting Persons investment in the Issuer. The Reporting Persons may discuss ideas that are consistent with, that are
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