TrueCar, Inc. — Major Shareholding Notification 2016

Jan 25, 2016

SC 13G/A 1 d110219dsc13ga.htm AMENDMENT NO. 1 TO SCHEDULE 13G Amendment No. 1 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

W ASHINGTON , D.C. 20549

SCHEDULE 13G

U NDER THE S ECURITIES E XCHANGE A CT OF 1934

(Amendment No. 1 )*

TrueCar, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

89785L 10 7

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 89785L 10 7

| 1. | Name of Reporting Persons Pacific Sequoia Holdings LLC | | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | | 3. | SEC USE ONLY | | 4. | Citizenship or Place of Organization Delaware |

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 8,304,457
6.	Shared Voting Power 0
7.	Sole Dispositive Power 8,304,457
8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,304,457
10.	Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount
in Row (9) 10.0%
12.	Type of Reporting Person (See
Instructions) PN

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CUSIP No. 89785L 10 7

| 1. | Name of Reporting Persons Jeffrey S. Skoll | | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | | 3. | SEC USE ONLY | | 4. | Citizenship or Place of Organization United States |

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 8,304,457*
6.	Shared Voting Power 0
7.	Sole Dispositive Power 8,304,457*
8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,304,457*
10.	Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount
in Row (9) 10.0%
12.	Type of Reporting Person (See
Instructions) OO

• The shares are held by Pacific Sequoia Holdings LLC (“PSH”). The Reporting Person is the indirect sole member of PSH and has sole authority to direct the voting and disposition of such shares.

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ITEM 1.

(a) Name of Issuer

TrueCar, Inc.

(b) Address of Issuer’s Principal Executive Offices

120 Broadway, Suite 200

Santa Monica, CA 90401

(c) Name of Person Filing

Pacific Sequoia Holdings LLC

Jeffrey S. Skoll

(d) Address of Principal Business Office or, if none, Residence

250 University Avenue

Palo Alto, CA 94301

(e) Citizenship

Pacific Sequoia Holdings LLC was organized in Delaware and Jeffrey S. Skoll is a United States citizen.

(f) Title of Class of Securities

Common Stock

(g) CUSIP Number

89785L 10 7

ITEM 2. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

ITEM 3. Ownership

(a) Amount Beneficially Owned:

Pacific Sequoia Holdings LLC	8,304,457
Jeffrey S. Skoll	8,304,457	(1)

Percent of Class:

Pacific Sequoia Holdings LLC	10.0
Jeffrey S. Skoll	10.0 %

(b) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote

Pacific Sequoia Holdings LLC	8,304,457
Jeffrey S. Skoll	8,304,457	(1)

(ii) Shared power to vote or to direct the vote

Pacific Sequoia Holdings LLC	0
Jeffrey S. Skoll	0

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(iii) Sole power to dispose or to direct the disposition of

Pacific Sequoia Holdings LLC	8,304,457
Jeffrey S. Skoll	8,304,457	(1)

(iv) Shared power to dispose or to direct the disposition of

Pacific Sequoia Holdings LLC	0
Jeffrey S. Skoll	0

(1) The shares are held by Pacific Sequoia Holdings LLC (“PSH”). The Reporting Person is the indirect sole member of PSH and has sole authority to direct the voting and disposition of such shares.

ITEM 4. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ .

ITEM 5. Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

ITEM 6. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable

ITEM 7. Identification and Classification of Members of the Group

Not Applicable

ITEM 8. Notice of Dissolution of a Group

Not Applicable

ITEM 9. Certification

Not Applicable

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 21, 2016

PACIFIC SEQUOIA HOLDINGS LLC
By:	/s/ Eric Techel
Name:	Eric Techel
Title:	Manager
By:	/s/ James G. B. Martini, III
Name:	James G.B. DeMartini, III
Title:	Manager
Jeffrey S. Skoll
By:	/s/ Eric Techel
	Eric Techel, Attorney-in-Fact for Jeffrey S. Skoll

EXHIBITS

A: Joint Filing Agreement

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