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

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

Cars.com Inc.

(Name
of Issuer)

Common Stock,
par value $0.01 per share

(Title of Class of Securities)

14575E105

(CUSIP Number)

JEFFREY
C. SMITH

STARBOARD
VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

March 22, 2018

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
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 disclosures provided
in a prior cover page.

The information required
on 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).

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.

Pursuant to the terms
of the Agreement, as promptly as practicable after the 2018 annual meeting of stockholders of the Issuer (the “2018 Annual
Meeting”), the Issuer will appoint to the Board each of Michael Kelly and Bryan Wiener (each, a “Starboard Designee”)
and an additional director to be mutually agreed by the Issuer and Starboard (the “Additional Independent Director”,
and together with the Starboard Designees, each a “New Appointee”). The Issuer further agreed that each Starboard Designee
will be an observer to the Board from the date of the Agreement through his appointment to the Board.

In addition, the
Issuer agreed, among other things: (i) to appoint Mr. Kelly to the Audit Committee and the Compensation Committee of the
Board, and Mr. Wiener to the Compensation Committee and the Nominating and Corporate Governance Committee of the Board; (ii)
prior to the expiration of the Standstill Period (as defined below), not to increase the size of the Board except as
necessary for the appointment of the New Appointees to the Board; and (iii) to hold the 2018 Annual Meeting no later than May
31, 2018, subject to any delay necessitated by compliance with applicable law or regulatory or judicial order or requirement.

The Agreement also
provides that if any Starboard Designee (or any replacement thereof) is unable or unwilling to serve, resigns or is removed as
a director prior to the expiration of the Standstill Period and at such time Starboard’s combined economic and beneficial
ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of Shares as of such
time is at least the lesser of (x) 3.0% of the Issuer’s then outstanding Shares and (y) 2,155,900 Shares, then Starboard
will have the ability to recommend a substitute person for appointment to the Board, subject to such person meeting certain criteria.
Additionally, if the Additional Independent Director (or any replacement thereof) is unable or unwilling to serve, resigns or is
removed as a director prior to the expiration of the Standstill Period and at such time Starboard meets the ownership threshold
specified above, then the Issuer and Starboard will mutually agree on a substitute person for appointment to the Board.

The Agreement further
provides that Starboard: (i) will withdraw its nominations for the 2018 Annual Meeting and not nominate or recommend any person
for election at the 2018 Annual Meeting; (ii) will not submit any proposal for consideration at, or bring any other business before,
the 2018 Annual Meeting; (iii) will not initiate, encourage or participate in any “vote no,” “withhold”
or similar campaign with respect to the 2018 Annual Meeting; and (iv) will appear in person or by proxy at the 2018 Annual Meeting
and vote all Shares beneficially owned by it (x) in favor of the Issuer’s nominees and (y) in favor of the ratification of
the appointment of Ernst & Young LLP as the Issuer’s independent registered public accounting firm for the fiscal year
ending December 31, 2018.

Starboard also
agreed to certain customary standstill provisions, effective as of the date of the Agreement until the earlier of (x) the
date that is 30 calendar days prior to the deadline for the submission of stockholder nominations for the 2019 annual meeting
of stockholders of the Issuer pursuant to the Issuer’s Bylaws or (y) the date that is 120 days prior to the
first anniversary of the 2018 Annual Meeting (the “Standstill Period”). The standstill provisions generally
prohibit Starboard from taking specified actions with respect to the Issuer and its securities, including, among others:
(i) soliciting or participating in the solicitation of proxies; (ii) joining any “group” or becoming party to
any voting arrangement or agreement; (iii) depositing Shares in any voting trust or subjecting any Shares to any
arrangement or agreement; (iv) seeking or encouraging others to submit nominations for election or removal of directors;
(v) making stockholder proposals or offers with respect to mergers, acquisitions and other business combinations; or (vi)
seeking Board representation other than as provided in the Agreement.

Items 5(a) –
(c) are hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 71,863,324 Shares outstanding, as of February 28, 2018, which
is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 6, 2018.

Percentage: Approximately 6.6%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 8.9%

Percentage: Approximately 8.9%

Percentage: Approximately 8.9%

Percentage: Approximately 8.9%

Percentage: Approximately 8.9%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: 0%

Percentage: Less than 1%

Each Reporting Person, as a member of
a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting
Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6 is hereby amended to add
the following:

On March 22, 2018,
Starboard and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

On March 23, 2018,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent
to this Amendment No. 4 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the
securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.2
and is incorporated herein by reference.

Item 7 is hereby amended to add the
following exhibits:

SIGNATURES

After reasonable
inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: March 23, 2018

SCHEDULE A

Transactions in the Shares Since
the Filing of Amendment No. 3 to the Schedule 13D

MEREDITH
ADLER

Michael
J. Kelly

BRYAN
WIENER