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John Smith Clark

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Southpoint Master Fund 0 3,725,888 0 3,725,888 3,725,888 5.2%
Southpoint Capital Advisors 0 3,725,888 0 3,725,888 3,725,888 5.2%
Southpoint Capital Advisors 0 3,725,888 0 3,725,888 3,725,888 5.2%
Southpoint GP 0 3,725,888 0 3,725,888 3,725,888 5.2%
Southpoint GP 0 3,725,888 0 3,725,888 3,725,888 5.2%
John S. Clark II 0 3,725,888 0 3,725,888 3,725,888 5.2%
John Smith Clark
John Smith Clark
Southpoint Capital Advisors

Page 1 of 13 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Cars.com Inc.

(Name of Issuer)

Common Stock,

par value
$0.01 per share

(Title of Class of Securities)

14575E105

(CUSIP Number)

August 4, 2017

(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)


Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting persons 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).

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Page 2 of 13 – SEC Filing


  1 

Names of
Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Southpoint Master Fund, LP

  2

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐

(b)  ☒

  3

SEC Use Only

  4

Citizenship or Place of
Organization.

Cayman Islands

Number

of Shares   Beneficially   Owned by   Each   Reporting
Person With

Sole Voting Power

0 shares

6

Shared Voting Power

3,725,888 shares

Refer to Item 4 below.

7

Sole Dispositive Power

0 shares

8

Shared Dispositive Power

3,725,888 shares

Refer to Item 4 below.

  9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,725,888 shares

Refer to Item 4 below.

10

Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)    ☐  N/A

11

Percent of Class Represented by Amount
in Row (9)*

5.2%

Refer to Item 4 below.

12

Type of Reporting Person (See
Instructions)

PN (Limited Partnership)

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Page 3 of 13 – SEC Filing


  1 

Names of
Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Southpoint Capital Advisors LP

  2

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐

(b)  ☒

  3

SEC Use Only

  4

Citizenship or Place of
Organization.

Delaware

Number

of Shares   Beneficially   Owned by   Each   Reporting
Person With

Sole Voting Power

0 shares

6

Shared Voting Power

3,725,888 shares

Refer to Item 4 below.

7

Sole Dispositive Power

0 shares

8

Shared Dispositive Power

3,725,888 shares

Refer to Item 4 below.

  9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,725,888 shares

Refer to Item 4 below.

10

Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)    ☐  N/A

11

Percent of Class Represented by Amount
in Row (9)*

5.2%

Refer to Item 4 below.

12

Type of Reporting Person (See
Instructions)

PN (Limited Partnership)

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Page 4 of 13 – SEC Filing


  1 

Names of
Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Southpoint Capital Advisors LLC

  2

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐

(b)  ☒

  3

SEC Use Only

  4

Citizenship or Place of
Organization.

Delaware

Number

of Shares   Beneficially   Owned by   Each   Reporting
Person With

Sole Voting Power

0 shares

6

Shared Voting Power

3,725,888 shares

Refer to Item 4 below.

7

Sole Dispositive Power

0 shares

8

Shared Dispositive Power

3,725,888 shares

Refer to Item 4 below.

  9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,725,888 shares

Refer to Item 4 below.

10

Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)    ☐  N/A

11

Percent of Class Represented by Amount
in Row (9)*

5.2%

Refer to Item 4 below.

12

Type of Reporting Person (See
Instructions)

OO (Limited Liability Company)

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Page 5 of 13 – SEC Filing


  1 

Names of
Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Southpoint GP, LP

  2

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐

(b)  ☒

  3

SEC Use Only

  4

Citizenship or Place of
Organization.

Delaware

Number

of Shares   Beneficially   Owned by   Each   Reporting
Person With

Sole Voting Power

0 shares

6

Shared Voting Power

3,725,888 shares

Refer to Item 4 below.

7

Sole Dispositive Power

0 shares

8

Shared Dispositive Power

3,725,888 shares

Refer to Item 4 below.

  9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,725,888 shares

Refer to Item 4 below.

10

Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)    ☐  N/A

11

Percent of Class Represented by Amount
in Row (9)*

5.2%

Refer to Item 4 below.

12

Type of Reporting Person (See
Instructions)

PN (Limited Partnership)

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Page 6 of 13 – SEC Filing


  1 

Names of
Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Southpoint GP, LLC

  2

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐

(b)  ☒

  3

SEC Use Only

  4

Citizenship or Place of
Organization.

Delaware

Number

of Shares   Beneficially   Owned by   Each   Reporting
Person With

Sole Voting Power

0 shares

6

Shared Voting Power

3,725,888 shares

Refer to Item 4 below.

7

Sole Dispositive Power

0 shares

8

Shared Dispositive Power

3,725,888 shares

Refer to Item 4 below.

  9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,725,888 shares

Refer to Item 4 below.

10

Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)    ☐  N/A

11

Percent of Class Represented by Amount
in Row (9)*

5.2%

Refer to Item 4 below.

12

Type of Reporting Person (See
Instructions)

OO (Limited Liability Company)

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Page 7 of 13 – SEC Filing


  1 

Names of
Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

John S. Clark II

  2

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐

(b)  ☒

  3

SEC Use Only

  4

Citizenship or Place of
Organization.

United States

Number

of Shares   Beneficially   Owned by   Each   Reporting
Person With

Sole Voting Power

0 shares

6

Shared Voting Power

3,725,888 shares

Refer to Item 4 below.

7

Sole Dispositive Power

0 shares

8

Shared Dispositive Power

3,725,888 shares

Refer to Item 4 below.

  9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,725,888 shares

Refer to Item 4 below.

10

Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)    ☐  N/A

11

Percent of Class Represented by Amount
in Row (9)*

5.2%

Refer to Item 4 below.

12

Type of Reporting Person (See
Instructions)

IN

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Page 8 of 13 – SEC Filing


Item 1.

(a) Name of Issuer

Cars.com Inc.

(b) Address of Issuers Principal Executive Offices

300 S. Riverside Plaza, Suite 1000

Chicago, Illinois 60606

Item 2.

(a) Name of Person Filing

Southpoint Master Fund, LP

Southpoint Capital Advisors LP

Southpoint Capital Advisors LLC

Southpoint GP, LP

Southpoint GP,
LLC

John S. Clark II

(b) Address of Principal Business Office or, if none, Residence

1114 Avenue of the Americas, 22nd
Floor

New York, NY 10036

(c) Citizenship

Southpoint Master Fund, LP – Cayman Islands

Southpoint Capital Advisors LP – Delaware

Southpoint Capital Advisors LLC – Delaware

Southpoint GP, LP – Delaware

Southpoint GP, LLC – Delaware

John S. Clark II – United States

(d) Title of Class of Securities

Common Stock, $0.01 par value per share

(e) CUSIP Number

14575E105

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Page 9 of 13 – SEC Filing


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
(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.

As of August 4, 2017, the Master Fund owned 3,725,888
shares of Common Stock, which is 5.2% of the Issuers outstanding Common Stock. The percentage herein is calculated based upon the aggregate total of the 71,589,137 shares of Common Stock issued and outstanding as of July 25, 2017, as
reported in the Issuers 10-Q filed with the SEC on August 9, 2017.

(a) Amount Beneficially Owned***

Southpoint Master Fund, LP – 3,725,888 shares

Southpoint Capital Advisors LP – 3,725,888 shares

Southpoint Capital Advisors LLC – 3,725,888 shares

Southpoint GP, LP – 3,725,888 shares

Southpoint GP, LLC – 3,725,888 shares

John S. Clark II – 3,725,888 shares

(b) Percent of Class

Southpoint Master Fund, LP – 5.2%

Southpoint Capital Advisors LP – 5.2%

Southpoint Capital Advisors LLC – 5.2%

Southpoint GP, LP – 5.2%

Southpoint GP, LLC – 5.2%

John
S. Clark II – 5.2%

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Page 10 of 13 – SEC Filing


(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote

Southpoint Master Fund, LP – 0 shares

Southpoint Capital Advisors LP – 0 shares

Southpoint Capital Advisors LLC – 0 shares

Southpoint GP, LP – 0 shares

Southpoint GP, LLC – 0 shares

John S. Clark II – 0 shares

(ii) shared power to vote or to direct the vote

Southpoint Master Fund, LP –
3,725,888 shares

Southpoint Capital Advisors LP – 3,725,888 shares

Southpoint Capital Advisors LLC – 3,725,888 shares

Southpoint GP, LP – 3,725,888 shares

Southpoint GP, LLC – 3,725,888 shares

John S. Clark II – 3,725,888 shares

(iii) sole power to dispose or to direct the disposition of

Southpoint Master Fund,
LP – 0 shares

Southpoint Capital Advisors LP – 0 shares

Southpoint Capital Advisors LLC – 0 shares

Southpoint GP, LP – 0 shares

Southpoint GP, LLC – 0 shares

John S. Clark II – 0 shares

(iv) shared power to dispose or to direct the disposition of

Southpoint Master
Fund, LP – 3,725,888 shares

Southpoint Capital Advisors LP – 3,725,888 shares

Southpoint Capital Advisors LLC – 3,725,888 shares

Southpoint GP, LP – 3,725,888 shares

Southpoint GP, LLC – 3,725,888 shares

John S. Clark II – 3,725,888 shares

*** Shares reported herein are held by Southpoint Master Fund, LP for which Southpoint Capital Advisors LP serves as the investment manager and
Southpoint GP, LP serves as the general partner. Southpoint Capital Advisors LLC serves as the general partner of Southpoint Capital Advisors LP and Southpoint GP, LLC serves as the general partner of Southpoint GP, LP. John S. Clark II serves as
managing member of both Southpoint Capital Advisors LLC and Southpoint GP, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

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  ☐.

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Page 11 of 13 – SEC Filing


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

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.

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Page 12 of 13 – SEC Filing


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.

August 14, 2017

SOUTHPOINT MASTER FUND, LP

By:
Southpoint GP, LP, its General Partner

By: Southpoint GP, LLC, its General Partner

By: /s/ John S. Clark II
John S. Clark II, Managing Member
SOUTHPOINT CAPITAL ADVISORS LP
By:

Southpoint Capital Advisors LLC,

its General
Partner

By: /s/ John S. Clark II
John S. Clark II, Managing Member
SOUTHPOINT CAPITAL ADVISORS LLC
By: /s/ John S. Clark II
John S. Clark II, Managing Member
SOUTHPOINT GP, LP
By:

Southpoint GP, LLC,

its General
Partner

By: /s/ John S. Clark II
John S. Clark II, Managing Member
SOUTHPOINT GP, LLC
By: /s/ John S. Clark II
John S. Clark II, Managing Member
JOHN S. CLARK II
By: /s/ John S. Clark II
John S. Clark II, individually

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Page 13 of 13 – SEC Filing


JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of August 14, 2017, is by and among Southpoint Master Fund, LP, Southpoint Capital Advisors LP,
Southpoint Capital Advisors LLC, Southpoint GP, LP, Southpoint GP, LLC and John S. Clark II (collectively, the Filers).

Each
of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock of Cars.com Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree
to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may
mutually agree.

Executed and delivered as of the date first above written.

SOUTHPOINT MASTER FUND, LP

By:
Southpoint GP, LP, its General Partner

By: Southpoint GP, LLC, its General Partner

By: /s/ John S. Clark II
John S. Clark II, Managing Member
SOUTHPOINT CAPITAL ADVISORS LP
By:

Southpoint Capital Advisors LLC,

its General
Partner

By: /s/ John S. Clark II
John S. Clark II, Managing Member
SOUTHPOINT CAPITAL ADVISORS LLC
By: /s/ John S. Clark II
John S. Clark II, Managing Member
SOUTHPOINT GP, LP
By: Southpoint GP, LLC, its General Partner
By: /s/ John S. Clark II
John S. Clark II, Managing Member
SOUTHPOINT GP, LLC
By: /s/ John S. Clark II
John S. Clark II, Managing Member
/s/ John S. Clark II
John S. Clark II
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