13D Filing: Starboard Value LP and Cars.com Inc (CARS)

The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein.

Item 2. Identity
and Background.

Item 2 is hereby amended to add the
following:

In connection with
the Agreement defined and described in Item 4 below, Meredith Adler, Michael J. Kelly, Gavin T. Molinelli and Bryan Wiener are
no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment
No. 4. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial
ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party
to the Joint Filing Agreement defined and described in Item 6 below.

Item 3 is hereby
amended and restated to read as follows:

The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and held in the Starboard Value LP Account were purchased
with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business)
in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The
aggregate purchase price of the 4,754,300 Shares beneficially owned by Starboard V&O Fund is approximately $124,631,694, excluding
brokerage commissions. The aggregate purchase price of the 563,533 Shares beneficially owned by Starboard S LLC is approximately
$14,787,394, excluding brokerage commissions. The aggregate purchase price of the 316,276 Shares beneficially owned by Starboard
C LP is approximately $8,238,991, excluding brokerage commissions. The aggregate purchase price of the 742,891 Shares held in the
Starboard Value LP Account is approximately $20,160,888, excluding brokerage commissions.

The 550 Shares owned
directly by Ms. Adler were purchased in the open market with personal funds. The aggregate purchase price of the Shares owned directly
by Ms. Adler is approximately $15,023, excluding brokerage commissions. The 435 Shares owned directly by Mr. Kelly were purchased
in the open market with personal funds. The aggregate purchase price of the Shares owned directly by Mr. Kelly is approximately
$12,483, excluding brokerage commissions. The 526 Shares owned directly by Mr. Wiener were purchased in the open market with personal
funds. The aggregate purchase price of the Shares owned directly by Mr. Wiener is approximately $15,069, excluding brokerage commissions.

Item 4 is hereby amended
to add the following:

On March 22, 2018,
Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into an agreement with the Issuer
(the “Agreement”) regarding the composition of the Issuer’s Board of Directors (the “Board”) and
certain other matters. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which
is attached as Exhibit 99.1 hereto and is incorporated herein by reference.