SEC Form 4 · accession 0001140361-17-021734

TrueCar, Inc. · TRUE

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

Reporting owner

Ion Yadigaroglu

Director

Period of report

May 18, 2017

Accepted (ET)

May 22, 2017 · 4:31 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 18, 2017	A	4,276	$0.00	A	19,539	D
Common Stock^F2,F3	holding	—	—		—	5,870	I	By Capricorn Investment Group LLC
Common Stock^F2,F3	holding	—	—		—	678,775	I	By The Skoll Foundation
Common Stock^F2,F3	holding	—	—		—	578,736	I	By The Skoll Fund
Common Stock^F2,F3	holding	—	—		—	205,174	I	By Capricorn S.A. SICAV-SIF Global Non-Marketable Strategies Sub-Fund
Common Stock^F2,F3	holding	—	—		—	151,356	I	By Capricorn AIP-Private Investment Fund I, L.P.
Common Stock^F2,F3	holding	—	—		—	23,779	I	By HIT Splitter, L.P.
Common Stock^F2,F3	holding	—	—		—	26,674	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	$17.54	May 18, 2017	A	10,126	A	—	May 18, 2027	Common Stock	10,126	10,126	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 2018 annual meeting of stockholders (the "2018 Annual Meeting") or May 31, 2018.
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 18, 2017. Any unvested shares subject to the option vest on the day immediately prior to the 2018 Annual Meeting.