SEC Form 4 · accession 0001140361-16-066720

TrueCar, Inc. · TRUE

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

Reporting owner

Ion Yadigaroglu

Director

Period of report

May 19, 2016

Accepted (ET)

May 23, 2016 · 5:23 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	May 19, 2016	A	11,211	$0.00	A	15,263	D
Common Stock^F2,F3	holding	—	—		—	7,660	I	By Capricorn Investment Group LLC
Common Stock^F2,F3	holding	—	—		—	885,801	I	By The Skoll Foundation
Common Stock^F2,F3	holding	—	—		—	755,250	I	By The Skoll Fund
Common Stock^F2,F3	holding	—	—		—	267,752	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	—	—		—	34,810	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	$6.69	May 19, 2016	A	24,952	A	—	May 19, 2026	Common Stock	24,952	24,952	D

Explanation of responses

F1The reported shares are represented by restricted stock units, or RSUs, which vest in full on the earlier of the day immediately prior to the Issuer's 2017 annual meeting of stockholders (the "2017 Annual Meeting") or May 31, 2017.
F2Capricorn Investment Group LLC ("Capricorn Group") serves as the investment manager for The Skoll Foundation ("Foundation"), The Skoll Fund ("Fund"), and Capricorn S.A. SICAV-SIF-Global Non-Marketable Strategies Sub-Fund ("Capricorn SA"), and 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"). Capricorn Group has sole voting and investment control over the shares held by Foundation, Fund, Capricorn SA, Capricorn AIP, HSLP and Carthage, in addition to having sole voting and investment control over the shares it holds directly. Capricorn Group is an SEC-registered investment adviser. Voting and dispositive decisions on behalf of Capricorn Group are made by an investment committee consisting of three individuals, including the Reporting Person, who share voting and investment control with respect to the shares held by Foundation, Fund, Capricorn SA, Capricorn AIP, HSLP and Carthage.
F3The Reporting Person disclaims beneficial ownership of the securities held by the entities listed in footnote (2) above except to the extent of any pecuniary interest therein 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 equal monthly installments beginning on June 19, 2016. Any unvested shares subject to the option vest on the day immediately prior to the 2017 Annual Meeting.