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: Claus Christopher W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-19	Common Stock	A	11211	—	Acquired	13575	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	80000	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 Christopher W. Claus and Julene K. Otto Revocable Management Trust dated June 6, 2012 for which the Reporting Person serves as trustee.

F3: 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.