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

(b)

1. Sole power to vote or direct vote: 6,377,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 6,377,000 4. Shared power to dispose or direct the disposition: 0

(c)

Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D.

J.

Messrs. Smith, Mitchell and Feld

(a)

Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 4,754,300 Shares owned by Starboard V&O Fund, (ii) 563,533 Shares owned by Starboard S LLC, (iii) 316,276 Shares owned by Starboard C LP, and (iv) 742,891 Shares held in the Starboard Value LP Account.

Percentage: Approximately 8.9%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 6,377,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 6,377,000

(c)

None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D.

K.

Ms. Adler

(a)

As of the close of business on March 23, 2018, Ms. Adler beneficially owned 550 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 550 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 550 4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Ms. Adler since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

L.

Mr. Kelly

(a)

As of the close of business on March 23, 2018, Mr. Kelly beneficially owned 435 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 435 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 435 4. Shared power to dispose or direct the disposition: 0