SEC Form 4 · accession 0001140361-15-012096

TrueCar, Inc. · TRUE

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

Reporting owner

Scott Painter

Officer — CEO & Chairman of the Board · Director

Period of report

Mar 12, 2015

Accepted (ET)

Mar 16, 2015 · 8:49 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,F2	Mar 12, 2015	A	78,096	$0.00	A	1,874,415	D
Common Stock^F3	Mar 12, 2015	A	4,445	$0.00	A	1,878,860	D
Common Stock^F4	holding	—	—		—	3,147	I	See footnote
Common Stock^F5	holding	—	—		—	3,147	I	See footnote
Common Stock^F6	holding	—	—		—	3,147	I	See footnote
Common Stock^F7	holding	—	—		—	3,147	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)^F8,F9	$12.81	Mar 12, 2015	A	599,142	A	—	May 2, 2024	Common Stock	599,142	599,142	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 88,244 shares. Based on actual performance achieved, a total of 78,096 shares are scheduled to vest in sixteen (16) equal quarterly installments beginning on March 31, 2015.
F2The cumulative balance includes a reduction of 10,148 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.
F4Shares held directly by Indy Painter under the California Uniform Transfers to Minor Act for which the Reporting Person serves as custodian.
F5Shares held directly by Luke Painter under the California Uniform Transfers to Minor Act for which the Reporting Person serves as custodian.
F6Shares held directly by Noah Painter under the California Uniform Transfers to Minor Act for which the Reporting Person serves as custodian.
F7Shares held directly by Zoe Painter under the California Uniform Transfers to Minor Act for which the Reporting Person serves as custodian.
F8The 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 676,996 shares was granted. Based on actual performance achieved, a total of 599,142 options are scheduled to vest in forty-eight (48) equal monthly installments beginning on March 1, 2015.
F9The amounts reported in columns 5, 7 and 9 of Table II include a reduction of 77,854 options to reflect a correction to the reporting of the option grant originally reported on May 15, 2014.