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: Guthrie Michael (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-12	Common Stock	A	29500	$0.00	Acquired	29500	Direct
2015-03-12	Common Stock	A	3723	$0.00	Acquired	33223	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-12	Employee Stock Option (right to buy)	$12.81	A	206500	Acquired	2024-05-02	Common Stock (206500)	Direct

Footnotes

F1: The reported securities are represented by restricted stock units (RSUs) issued upon the achievement of performance goals with respect to certain revenue and adjusted EBITDA targets. This reflects corrected reporting for an RSU award originally reported on May 23, 2014. At grant, such award could have vested as to a total of 33,333 shares. Based on actual performance achieved, a total of 29,500 shares are scheduled to vest in sixteen (16) equal quarterly installments beginning on March 31, 2015.

F2: The cumulative balance includes a reduction of 3,833 shares to reflect a correction to the reporting of the RSU award originally reported on May 23, 2014.

F3: The reported securities are represented by RSUs which vest in four (4) equal quarterly installments beginning on March 31, 2015.

F4: The reported options were issued upon the achievement of performance goals with respect to certain revenue and adjusted EBITDA targets. This reflects corrected reporting of an option grant originally reported on May 15, 2014. At grant, an option to purchase a total of 233,333 shares was granted. Based on actual performance achieved, a total of 206,500 options are scheduled to vest in forty-eight (48) equal monthly installments beginning on March 1, 2015.

F5: The amounts reported in columns 5, 7 and 9 of Table II include a reduction of 26,833 options to reflect a correction to the reporting of the option grant originally reported on May 15, 2014.