SEC Form 4 · accession 0001140361-15-012084

TrueCar, Inc. · TRUE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Ion Yadigaroglu

Director

Period of report

Mar 12, 2015

Accepted (ET)

Mar 16, 2015 · 8:33 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001327318

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Mar 12, 2015	A	4,052	$0.00	A	4,052	D
Common Stock^F2,F3	holding	—	—		—	7,660	I	By Capricorn Investment Group LLC
Common Stock^F2,F3	holding	—	—		—	7,576,986	I	By Pacific Sequoia Holdings LLC
Common Stock^F2,F3	holding	—	—		—	808,276	I	By The Skoll Foundation
Common Stock^F2,F3	holding	—	—		—	689,444	I	By The Skoll Fund
Common Stock^F2,F3	holding	—	—		—	244,314	I	By Capricorn S.A. SICAV-SIF Global Non-Marketable Strategies Sub-Fund
Common Stock^F2,F3	holding	—	—		—	197,519	I	By Capricorn AIP-Private Investment Fund I, L.P.
Common Stock^F2,F3	holding	—	—		—	31,031	I	By HIT Splitter, L.P.
Common Stock^F2,F3	holding	—	—		—	27,599	I	By Carthage, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F4	$17.28	Mar 12, 2015	A	15,917	A	—	Mar 12, 2025	Common Stock	15,917	15,917	D

Explanation of responses

F1The reported securities are represented by restricted stock units (RSUs) which were fully vested on the award date. The RSUs were issued to the Reporting Person pursuant to the TrueCar, Inc. 2014 Outside Directors Compensation Program in lieu of annual fees for board and committee membership of $37,500.
F2The Reporting Person serves as a managing member of Capricorn Investment Group ("Capricorn Group") and may be deemed to have shared voting and investment control with respect to the shares held by the Capricorn Group, The Skoll Foundation, The Skoll Fund, Capricorn S.A. SICAV - SIF Global Non-Marketable Strategies Sub-Fund, Capricorn AIP - Private Investment Fund I, L.P., HIT Splitter, L.P., Carthage, L.P. and Pacific Sequoia Holdings LLC (collectively, the "Capricorn Entities"). Capricorn Group serves as the investment manager for the Capricorn Entities and may be deemed to have shared voting and investment control over the shares held by the Capricorn Entities.
F3Capricorn Group 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") and has sole voting and investment control over the shares held by Capricorn AIP, HSLP and Carthage. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the securities held by Capricorn Group, 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.
F4Shares subject to the option vest in twelve (12) equal monthly installments beginning on April 12, 2015, subject to continued service on the Board on the applicable vesting dates.