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: Painter Scott (Director, CEO & Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-12	Common Stock	A	78096	$0.00	Acquired	1874415	Direct
2015-03-12	Common Stock	A	4445	$0.00	Acquired	1878860	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	599142	Acquired	2024-05-02	Common Stock (599142)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3147	Indirect
Common Stock	3147	Indirect
Common Stock	3147	Indirect
Common Stock	3147	Indirect

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 88,244 shares. Based on actual performance achieved, a total of 78,096 shares are scheduled to vest in sixteen (16) equal quarterly installments beginning on March 31, 2015.

F2: The cumulative balance includes a reduction of 10,148 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: Shares held directly by Indy Painter under the California Uniform Transfers to Minor Act for which the Reporting Person serves as custodian.

F5: Shares held directly by Luke Painter under the California Uniform Transfers to Minor Act for which the Reporting Person serves as custodian.

F6: Shares held directly by Noah Painter under the California Uniform Transfers to Minor Act for which the Reporting Person serves as custodian.

F7: Shares held directly by Zoe Painter under the California Uniform Transfers to Minor Act for which the Reporting Person serves as custodian.

F8: 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 676,996 shares was granted. Based on actual performance achieved, a total of 599,142 options are scheduled to vest in forty-eight (48) equal monthly installments beginning on March 1, 2015.

F9: The amounts reported in columns 5, 7 and 9 of Table II include a reduction of 77,854 options to reflect a correction to the reporting of the option grant originally reported on May 15, 2014.