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: Yadigaroglu Ion (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-12	Common Stock	A	4052	$0.00	Acquired	4052	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	7660	Indirect
Common Stock	7576986	Indirect
Common Stock	808276	Indirect
Common Stock	689444	Indirect
Common Stock	244314	Indirect
Common Stock	197519	Indirect
Common Stock	31031	Indirect
Common Stock	27599	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 $37,500.

F2: The Reporting Person serves as a managing member of Capricorn Investment Group ("Capricorn Group") and may be deemed to have shared voting and investment control with respect to the shares held by the Capricorn Group, The Skoll Foundation, The Skoll Fund, Capricorn S.A. SICAV - SIF Global Non-Marketable Strategies Sub-Fund, Capricorn AIP - Private Investment Fund I, L.P., HIT Splitter, L.P., Carthage, L.P. and Pacific Sequoia Holdings LLC (collectively, the "Capricorn Entities"). Capricorn Group serves as the investment manager for the Capricorn Entities and may be deemed to have shared voting and investment control over the shares held by the Capricorn Entities.

F3: Capricorn Group is the general partner of Capricorn AIP - Private Investment Fund I, L.P. ("Capricorn AIP"), HIT Splitter, L.P. ("HSLP") and Carthage, L.P. ("Carthage") and has sole voting and investment control over the shares held by Capricorn AIP, HSLP and Carthage. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the securities held by Capricorn Group, 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.

F4: 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.