SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

TEGNA INC

(Last)

(First)

(Middle)

7950 JONES BRANCH DRIVE

(Street)

MCCLEAN

22107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2017

3. Issuer Name and Ticker or Trading Symbol
Cars.com Inc. [ CARS WI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	100⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. This Form 3 is being filed in connection with the SEC's declaration of effectiveness of the Registration Statement on Form 10 of Cars.com Inc. ("SpinCo") which describes the planned separation of SpinCo from TEGNA Inc. ("Parent").

2. Pursuant to SpinCo's certificate of incorporation (as amended), effective as of 11:59 p.m. EDT on the date set by resolution of the Board of Directors of Parent as the record date for distribution of shares of SpinCo's common stock to holders of Parent common stock (such time, the "Effective Time"), the 100 shares of SpinCo's common stock held by Parent prior to the Effective Time shall automatically by operation of law and without further action on the part of SpinCo or Parent, be subdivided and converted into a number of shares of validly issued, fully paid and non-assessable shares of SpinCo's common stock equal to the number of shares of common stock, par value $1.00, of Parent issued and outstanding, but not including shares held by Parent as treasury stock, as of the Effective Time, divided by three (3).

Remarks:

	/s/ Akin S. Harrison, Vice President, Associate General Counsel and Secretary, TEGNA Inc.	05/11/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.