SEC Form 4 · accession 0001140361-15-012092
TrueCar, Inc. · TRUE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bernard Brenner
Officer — EVP, Business Development
Period of report
Mar 12, 2015
Accepted (ET)
Mar 16, 2015 · 8:47 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 StockF1,F2 | Mar 12, 2015 | A | 5,900 | $0.00 | A | 276,083 | D | |
| Common StockF3 | Mar 12, 2015 | A | 1,658 | $0.00 | A | 277,741 | D | |
| Common StockF4 | Mar 12, 2015 | A | 53,549 | $0.00 | A | 331,290 | D | |
| Common StockF5 | Mar 12, 2015 | F | 15,279 | $17.28 | D | 316,011 | D | |
| Common Stock | Mar 12, 2015 | M | 20,000 | $0.825 | A | 336,011 | D | |
| Common StockF6 | holding | — | — | — | 16,666 | I | See footnote | |
| Common StockF7 | holding | — | — | — | 16,666 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F10,F9 | $12.81 | Mar 12, 2015 | A | 20,650 | D | — | May 2, 2024 | Common Stock | 20,650 | 20,650 | D |
| Employee Stock Option (right to buy)F8 | $0.825 | Mar 12, 2015 | M | 20,000 | D | — | Apr 20, 2019 | Common Stock | 20,000 | 733 | D |
Explanation of responses
- F1The reported securities are represented by restricted stock units (RSUs) issued upon the achievement of performance goals with respect to certain revenue and adjusted EBITDA targets. This reflects corrected reporting for an RSU award originally reported on May 23, 2014. At grant, such award could have vested as to a total of 6,666 shares. Based on actual performance achieved, a total of 5,900 shares are scheduled to vest in sixteen (16) equal quarterly installments beginning on March 31, 2015.
- F10The amounts reported in columns 5, 7 and 9 of Table II include a reduction of 2,683 options to reflect a correction to the reporting of the option grant originally reported on May 15, 2014.
- F2The cumulative balance includes a reduction of 766 shares to reflect a correction to the reporting of the RSU award originally reported on May 23, 2014.
- F3The reported securities are represented by RSUs which vest in four (4) equal quarterly installments beginning on March 31, 2015.
- F4The reported securities are represented by restricted stock units which were fully vested on the award date.
- F5The reported securities were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of restricted stock units.
- F6Shares directly held by The Alison Brenner 2014 Family Trust for which the Reporting Person serves as trustee.
- F7Shares directly held by The Brenner 2014 Trust for which the Reporting Person serves as trustee.
- F8The shares subject to the option are fully vested and immediately exercisable.
- F9The reported options were issued upon the achievement of performance goals with respect to certain revenue and adjusted EBITDA targets. This reflects corrected reporting of an option grant originally reported on May 15, 2014. At grant, an option to purchase a total of 23,333 shares was granted. Based on actual performance achieved, a total of 20,650 options are scheduled to vest in forty-eight (48) equal monthly installments beginning on March 1, 2015.