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: Yadigaroglu Ion (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-19	Common Stock	A	11211	$0.00	Acquired	15263	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	7660	Indirect
Common Stock	885801	Indirect
Common Stock	755250	Indirect
Common Stock	267752	Indirect
Common Stock	197519	Indirect
Common Stock	31031	Indirect
Common Stock	34810	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: Capricorn Investment Group LLC ("Capricorn Group") serves as the investment manager for The Skoll Foundation ("Foundation"), The Skoll Fund ("Fund"), and Capricorn S.A. SICAV-SIF-Global Non-Marketable Strategies Sub-Fund ("Capricorn SA"), and is the general partner of Capricorn AIP-Private Investment Fund I, L.P. ("Capricorn AIP"), HIT Splitter, L.P. ("HSLP") and Carthage, L.P. ("Carthage"). Capricorn Group has sole voting and investment control over the shares held by Foundation, Fund, Capricorn SA, Capricorn AIP, HSLP and Carthage, in addition to having sole voting and investment control over the shares it holds directly. Capricorn Group is an SEC-registered investment adviser. Voting and dispositive decisions on behalf of Capricorn Group are made by an investment committee consisting of three individuals, including the Reporting Person, who share voting and investment control with respect to the shares held by Foundation, Fund, Capricorn SA, Capricorn AIP, HSLP and Carthage.

F3: The Reporting Person disclaims beneficial ownership of the securities held by the entities listed in footnote (2) above except to the extent of any 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.

F4: 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.