TrueCar, Inc. — Director's Dealing 2015

Mar 16, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TrueCar, Inc. (TRUE)
CIK: 0001327318
Period of Report: 2015-03-12

Reporting Person: Dietz Steven J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-12	Common Stock	A	6753	$0.00	Acquired	23867	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-12	Stock Option (right to buy)	$17.28	A	15917	Acquired	2025-03-12	Common Stock (15917)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20470	Indirect
Common Stock	1300	Indirect
Common Stock	900	Indirect
Common Stock	1000	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 reported securities are represented by restricted stock units (RSUs) which were fully vested on the award date. The RSUs were issued to the Reporting Person pursuant to the TrueCar, Inc. 2014 Outside Directors Compensation Program in lieu of annual fees for board and committee membership of $62,500.

F2: Shares held directly by The Dietz Family Trust for which the Reporting Person serves as trustee.

F3: 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.

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.

F5: Shares subject to the option vest in twelve (12) equal monthly installments beginning on April 12, 2015, subject to continued service on the Board on the applicable vesting dates.