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: Brenner Bernard (EVP, Business Development)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	257935	Direct
Common Stock	16666	Indirect
Common Stock	16666	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$2.6999	2016-11-30	Common Stock (2250)		Direct
Employee Stock Option (right to buy)	$2.6999	2016-11-30	Common Stock (2262)		Direct
Employee Stock Option (right to buy)	$0.4949	2017-08-20	Common Stock (57476)		Direct
Employee Stock Option (right to buy)	$0.4949	2018-05-22	Common Stock (76666)		Direct
Employee Stock Option (right to buy)	$0.8249	2019-04-26	Common Stock (35333)		Direct
Employee Stock Option (right to buy)	$0.3899	2019-06-17	Common Stock (26000)		Direct
Employee Stock Option (right to buy)	$0.3899	2019-09-14	Common Stock (6500)		Direct
Employee Stock Option (right to buy)	$2.1149	2020-07-15	Common Stock (390000)		Direct
Employee Stock Option (right to buy)	$2.1149	2020-07-15	Common Stock (52000)		Direct
Employee Stock Option (right to buy)	$2.1149	2020-07-15	Common Stock (185162)		Direct
Employee Stock Option (right to buy)	$2.8349	2021-02-17	Common Stock (66666)		Direct
Employee Stock Option (right to buy)	$3.5549	2021-06-14	Common Stock (56666)		Direct
Employee Stock Option (right to buy)	$11.5049	2022-02-14	Common Stock (10000)		Direct
Employee Stock Option (right to buy)	$7.9949	2022-08-31	Common Stock (333333)		Direct
Employee Stock Option (right to buy)	$8.8799	2023-10-22	Common Stock (26666)		Direct
Employee Stock Option (right to buy)	$9.2549	2024-02-07	Common Stock (16666)		Direct
Employee Stock Option (right to buy)	$12.8099	2024-05-02	Common Stock (23333)		Direct

Footnotes

F1: Shares subject to the option are fully vested and immediately exercisable.

F2: Shares subject to the option shall vest according to certain event(s) to be determined by the Issuer's Chief Executive Officer upon collaboration with the Issuer's Board of Directors.

F3: 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 24, 2010.

F4: 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 17, 2011.

F5: 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.

F6: 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.

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 June 30, 2012.

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 February 1, 2014.

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 7, 2014.

F10: 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.

F11: Shares directly held by The Allison Brenner 2014 Family Trust for which the Reporting Person serves as trustee.

F12: Shares directly held by The Brenner 2014 Trust for which the Reporting Person serves as trustee.