TrueCar, Inc. — Director's Dealing 2014

Aug 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TrueCar, Inc. (TRUE)
CIK: 0001327318
Period of Report: 2014-08-15

Reporting Person: Dietz Steven J (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-15	Common Stock	P	500	$16.032	Acquired	1300	Indirect
2014-08-18	Common Stock	P	900	$16.079	Acquired	900	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1000	Indirect
Common Stock	17114	Direct
Common Stock	10970	Indirect
Common Stock	5138807	Indirect
Common Stock	1945375	Indirect
Common Stock	1501260	Indirect
Common Stock	559248	Indirect
Common Stock	206202	Indirect
Common Stock	139397	Indirect
Common Stock	63152	Indirect
Common Stock	31891	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.025 to $16.045, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

F2: The Reporting Person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F3: Shares held directly by The Dietz Family Trust for which the Reporting Person serves as trustee.

F4: The Reporting Person serves as a member of the investment committee of GRP Management Services, Inc. and Upfront Ventures Management, Inc. and may be deemed to share voting and dispositive power with respect to the shares held by Upfront II, L.P., Upfront III, L.P., Upfront GP II, L.P., Upfront II Investors, L.P., Upfront GP III, L.P., Upfront II Partners, L.P., Upfront III Investors, L.P. and Upfront III Partners, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.