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: Stephenson John (EVP & Chief Risk Mgmt Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-12	Common Stock	A	3103	$0.00	Acquired	3103	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	88500	Acquired	2024-05-02	Common Stock (88500)	Direct

Footnotes

F1: The reported securities are represented by restricted stock units (RSUs) which vest in four (4) equal quarterly installments beginning on March 31, 2015.

F2: 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 100,000 shares was granted. Based on actual performance achieved, a total of 88,500 options are scheduled to vest in forty-eight (48) equal monthly installments beginning on March 1, 2015.

F3: The amounts reported in columns 5, 7 and 9 of Table II include a reduction of 11,500 options to reflect a correction to the reporting of the option grant originally reported on May 15, 2014.