SEC Form 4 · accession 0001140361-17-021738

TrueCar, Inc. · TRUE

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

Reporting owner

Steven J Dietz

Director

Period of report

May 18, 2017

Accepted (ET)

May 22, 2017 · 4:34 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	15,487	D
Common Stock^F2	holding	—	—		—	23,867	I	The Dietz Revocable Trust 2007
Common Stock^F3	holding	—	—		—	9,500	I	The Dietz Family Trust 2011
Common Stock^F4	holding	—	—		—	10,970	I	The Dietz Family Trust 2007
Common Stock^F5	holding	—	—		—	1,300	I	By daughter
Common Stock^F5	holding	—	—		—	900	I	By elder son
Common Stock^F5	holding	—	—		—	1,000	I	By younger son
Common Stock^F6	holding	—	—		—	3,865,651	I	By Upfront II, L.P.
Common Stock^F6	holding	—	—		—	1,501,260	I	By Upfront GP II, L.P.
Common Stock^F6	holding	—	—		—	546,248	I	By Upfront II Investors, L.P.
Common Stock^F6	holding	—	—		—	104,861	I	By Upfront II Partners, 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)^F7	$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.
F2Shares held directly by The Dietz Revocable Trust 2007, for which the Reporting Person serves as a trustee.
F3Shares held directly by The Dietz Family Trust 2011, for which the Reporting Person serves as trustee.
F4Shares held directly by The Dietz Family Trust 2007, for which the Reporting Person serves as trustee.
F5The Reporting Person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
F6The Reporting Person is a former manager of Upfront and may be deemed to share voting and dispositive power with respect to the shares held by Upfront II, L.P., Upfront GP II, L.P., Upfront II Investors, L.P. and Upfront II Partners, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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.
F7Shares 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.