TrueCar, Inc. — Director's Dealing 2019

Mar 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TrueCar, Inc. (TRUE)
CIK: 0001327318
Period of Report: 2019-03-15

Reporting Person: McClung Robert (EVP & Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-15	Common Stock	F	7478	$6.79	Disposed	105070	Direct
2019-03-15	Common Stock	A	32927	—	Acquired	137997	Direct
2019-03-15	Common Stock	A	3826	—	Acquired	141823	Direct
2019-03-18	Common Stock	S	7736	$6.8987	Disposed	134087	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-15	Employee Stock Option (right to buy)	$6.93	A	68598	Acquired	2029-03-15	Common Stock (68598)	Direct

Footnotes

F1: The reported securities were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of restricted stock units.

F2: The reported securities are represented by restricted stock units which vest in 16 equal quarterly installments beginning on May 15, 2019.

F3: The reported securities are represented by restricted stock units which vest in four equal quarterly installments beginning on May 15, 2019.

F4: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 13, 2018.

F5: The reported price in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $6.80 to $7.00 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (5) to this Form 4.

F6: The reported option is scheduled to vest in 48 equal monthly installments beginning on March 15, 2019.