TrueCar, Inc. — Director's Dealing 2014

May 15, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TrueCar, Inc. (TRUE)
CIK: 0001327318
Period of Report: 2014-05-15

Reporting Person: Painter Scott (Director, CEO & Chairman of the Board, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1409332	Direct
Common Stock	3147	Indirect
Common Stock	3147	Indirect
Common Stock	3147	Indirect
Common Stock	3147	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$1.5299	2017-05-01	Common Stock (305374)		Direct
Employee Stock Option (right to buy)	$0.4949	2017-08-20	Common Stock (644444)		Direct
Employee Stock Option (right to buy)	$0.8249	2019-04-26	Common Stock (416122)		Direct
Employee Stock Option (right to buy)	$0.8249	2019-11-19	Common Stock (308334)		Direct
Employee Stock Option (right to buy)	$2.1149	2020-07-15	Common Stock (333333)		Direct
Employee Stock Option (right to buy)	$2.1149	2020-07-15	Common Stock (618940)		Direct
Employee Stock Option (right to buy)	$2.8349	2021-02-17	Common Stock (533733)		Direct
Employee Stock Option (right to buy)	$3.5549	2021-06-14	Common Stock (359962)		Direct
Employee Stock Option (right to buy)	$11.5049	2022-02-14	Common Stock (563904)		Direct
Employee Stock Option (right to buy)	$7.9199	2023-02-22	Common Stock (392330)		Direct
Employee Stock Option (right to buy)	$7.9199	2023-05-02	Common Stock (130776)		Direct
Employee Stock Option (right to buy)	$8.8799	2023-10-22	Common Stock (561296)		Direct
Employee Stock Option (right to buy)	$8.8949	2024-01-28	Common Stock (112422)		Direct
Employee Stock Option (right to buy)	$9.2549	2024-02-07	Common Stock (130080)		Direct
Employee Stock Option (right to buy)	$9.2549	2024-02-07	Common Stock (315128)		Direct
Employee Stock Option (right to buy)	$9.2549	2024-02-28	Common Stock (1155000)		Direct
Employee Stock Option (right to buy)	$29.9998	2024-04-21	Common Stock (444444)		Direct
Employee Stock Option (right to buy)	$44.9997	2024-04-21	Common Stock (444444)		Direct
Employee Stock Option (right to buy)	$59.9997	2024-04-21	Common Stock (444444)		Direct
Employee Stock Option (right to buy)	$12.8099	2024-05-02	Common Stock (676996)		Direct

Footnotes

F1: Shares held directly by the Indy Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian.

F2: Shares held directly by the Luke Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian.

F3: Shares held directly by the Noah Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian.

F4: Shares held directly by the Zoe Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian.

F5: The shares subject to the option are fully vested and immediately exercisable.

F6: An option to purchase 666,666 shares was granted on July 15, 2010 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on July 1, 2010.

F7: The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 17, 2011.

F8: The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 15, 2012.

F9: The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 14, 2012.

F10: The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 22, 2013.

F11: The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on June 2, 2013.

F12: The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning February 1, 2014.

F13: The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning February 28, 2014.

F14: The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning February 1, 2013.

F15: The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning March 7, 2014.

F16: The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning March 28, 2014.

F17: The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning March 28, 2014.

F18: The option is subject to an early exercise provision and is immediately exercisable. One-fourth (1/4th) of the shares subject to the option vest on May 2, 2015 and one forty-eighth (1/48th) of the shares vest monthly thereafter.