SEC Form 4 · accession 0001140361-15-012094
TrueCar, Inc. · TRUE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Guthrie
Officer — Chief Financial Officer
Period of report
Mar 12, 2015
Accepted (ET)
Mar 16, 2015 · 8:48 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 | 29,500 | $0.00 | A | 29,500 | D | |
| Common StockF3 | Mar 12, 2015 | A | 3,723 | $0.00 | A | 33,223 | D |
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)F5,F4 | $12.81 | Mar 12, 2015 | A | 206,500 | A | — | May 2, 2024 | Common Stock | 206,500 | 206,500 | 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 33,333 shares. Based on actual performance achieved, a total of 29,500 shares are scheduled to vest in sixteen (16) equal quarterly installments beginning on March 31, 2015.
- F2The cumulative balance includes a reduction of 3,833 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 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 233,333 shares was granted. Based on actual performance achieved, a total of 206,500 options are scheduled to vest in forty-eight (48) equal monthly installments beginning on March 1, 2015.
- F5The amounts reported in columns 5, 7 and 9 of Table II include a reduction of 26,833 options to reflect a correction to the reporting of the option grant originally reported on May 15, 2014.