TrueCar, Inc. — Director's Dealing 2015

Mar 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TrueCar, Inc. (TRUE)
CIK: 0001327318
Period of Report: 2015-02-26

Reporting Person: Brenner Bernard (EVP, Business Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-26	Common Stock	M	3164	$.495	Acquired	280011	Direct
2015-02-26	Common Stock	M	4890	$.390	Acquired	284901	Direct
2015-02-26	Common Stock	M	6500	$.390	Acquired	291401	Direct
2015-02-26	Common Stock	M	5446	$2.115	Acquired	296847	Direct
2015-02-26	Common Stock	S	20000	$18.9859	Disposed	276849	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-26	Employee Stock Option (right to buy)	$0.495	M	3164	Disposed	2017-08-21	Common Stock (3164)	Direct
2015-02-26	Employee Stock Option (right to buy)	$0.390	M	4890	Disposed	2018-12-16	Common Stock (4890)	Direct
2015-02-26	Employee Stock Option (right to buy)	$0.390	M	6500	Disposed	2019-09-14	Common Stock (6500)	Direct
2015-02-26	Employee Stock Option (right to buy)	$2.115	M	5446	Disposed	2020-07-15	Common Stock (5446)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16666	Indirect
Common Stock	16666	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.97 to $19.04, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

F2: Shares directly held by The Allison Brenner 2014 Family Trust for which the Reporting Person serves as trustee.

F3: Shares directly held by The Brenner 2014 Trust for which the Reporting Person serves as trustee.

F4: Shares subject to the option are fully vested and immediately exercisable.