TrueCar, Inc. — Director's Dealing 2016

May 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TrueCar, Inc. (TRUE)
CIK: 0001327318
Period of Report: 2016-05-19

Reporting Person: Dietz Steven J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-19	Common Stock	A	11211	$0.00	Acquired	35078	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-19	Stock Option (right to buy)	$6.69	A	24952	Acquired	2026-05-19	Common Stock (24952)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9500	Indirect
Common Stock	10970	Indirect
Common Stock	1300	Indirect
Common Stock	900	Indirect
Common Stock	1000	Indirect
Common Stock	5138807	Indirect
Common Stock	1945375	Indirect
Common Stock	1501260	Indirect
Common Stock	559248	Indirect
Common Stock	206202	Indirect
Common Stock	139397	Indirect
Common Stock	63152	Indirect
Common stock	31891	Indirect

Footnotes

F1: The reported shares are represented by restricted stock units, or RSUs, which vest in full on the earlier of the day immediately prior to the Issuer's 2017 annual meeting of stockholders (the "2017 Annual Meeting") or May 31, 2017.

F2: Shares held directly by The Dietz Family Trust 2007, for which the Reporting Person serves as trustee.

F3: Shares held directly by The Dietz family Trust 2011, for which the Reporting Person serves as trustee.

F4: The Reporting Person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F5: The Reporting Person serves as a member of the investment committee of GRP Management Services, Inc. and Upfront Ventures Management, Inc. and may be deemed to share voting and dispositive power with respect to the shares held by Upfront II, L.P., Upfront III, L.P., Upfront GP II, L.P., Upfront II Investors, L.P., Upfront GP III, L.P., Upfront II Partners, L.P., Upfront III Investors, L.P. and Upfront III Partners, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, 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.

F6: Shares subject to the option vest in twelve equal monthly installments beginning on June 19, 2016. Any unvested shares subject to the option vest on the day immediately prior to the 2017 Annual Meeting.