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: Brenner Bernard (EVP, Business Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-12	Common Stock	A	5900	$0.00	Acquired	276083	Direct
2015-03-12	Common Stock	A	1658	$0.00	Acquired	277741	Direct
2015-03-12	Common Stock	A	53549	$0.00	Acquired	331290	Direct
2015-03-12	Common Stock	F	15279	$17.28	Disposed	316011	Direct
2015-03-12	Common Stock	M	20000	$0.8250	Acquired	336011	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	20650	Disposed	2024-05-02	Common Stock (20650)	Direct
2015-03-12	Employee Stock Option (right to buy)	$0.8250	M	20000	Disposed	2019-04-20	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16666	Indirect
Common Stock	16666	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 6,666 shares. Based on actual performance achieved, a total of 5,900 shares are scheduled to vest in sixteen (16) equal quarterly installments beginning on March 31, 2015.

F2: The cumulative balance includes a reduction of 766 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 securities are represented by restricted stock units which were fully vested on the award date.

F5: The reported securities were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of restricted stock units.

F6: Shares directly held by The Alison Brenner 2014 Family Trust for which the Reporting Person serves as trustee.

F7: Shares directly held by The Brenner 2014 Trust for which the Reporting Person serves as trustee.

F8: The shares subject to the option are fully vested and immediately exercisable.

F9: 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 23,333 shares was granted. Based on actual performance achieved, a total of 20,650 options are scheduled to vest in forty-eight (48) equal monthly installments beginning on March 1, 2015.

F10: The amounts reported in columns 5, 7 and 9 of Table II include a reduction of 2,683 options to reflect a correction to the reporting of the option grant originally reported on May 15, 2014.