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: Foster Troy (Chief Legal & Compliance Offcr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-12	Common Stock	A	8850	$0.00	Acquired	10071	Direct
2015-03-12	Common Stock	A	2232	$0.00	Acquired	12303	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	29500	Acquired	2024-05-02	Common Stock (29500)	Direct

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 10,000 shares. Based on actual performance achieved, a total of 8,850 shares are scheduled to vest in sixteen (16) equal quarterly installments beginning on March 31, 2015.

F2: The cumulative balance includes a reduction of 1,150 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 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 33,333 shares was granted. Based on actual performance achieved, a total of 29,500 options are scheduled to vest in forty-eight (48) equal monthly installments beginning on March 1, 2015.

F5: The amounts reported in columns 5, 7 and 9 of Table II include a reduction of 3,833 options to reflect a correction to the reporting of the option grant originally reported on May 15, 2014.