SEC Form 4 · accession 0001140361-17-029205
TrueCar, Inc. · TRUE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Neeraj Gunsagar
Officer — EVP, Chief Marketing Officer
Period of report
Jul 26, 2017
Accepted (ET)
Jul 28, 2017 · 7:43 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 | Jul 26, 2017 | M | 36,045 | $7.92 | A | 363,655 | D | |
| Common StockF2 | Jul 26, 2017 | S | 69,482 | $19.7924 | D | 294,173 | D | |
| Common StockF3 | Jul 26, 2017 | S | 700 | $20.5557 | D | 293,473 | D | |
| Common Stock | Jul 27, 2017 | M | 15,495 | $7.92 | A | 308,968 | D | |
| Common Stock | Jul 27, 2017 | M | 9,999 | $7.995 | A | 318,967 | D | |
| Common Stock | Jul 27, 2017 | M | 508 | $9.255 | A | 319,475 | D | |
| Common Stock | Jul 27, 2017 | M | 61,976 | $8.895 | A | 381,451 | D | |
| Common StockF4 | Jul 27, 2017 | S | 67,460 | $18.748 | D | 313,991 | D | |
| Common StockF5 | Jul 27, 2017 | S | 20,518 | $19.3703 | D | 293,473 | D | |
| Common StockF9 | Jul 28, 2017 | A | 2,556 | $0.00 | A | 296,029 | 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)F6 | $7.92 | Jul 26, 2017 | M | 36,045 | A | — | Jun 6, 2023 | Common Stock | 36,045 | 1,158 | D |
| Employee Stock Option (right to buy)F6 | $7.92 | Jul 27, 2017 | M | 2,738 | A | — | May 2, 2023 | Common Stock | 2,738 | 58 | D |
| Employee Stock Option (right to buy)F6 | $7.92 | Jul 27, 2017 | M | 1,158 | A | — | Jun 6, 2023 | Common Stock | 1,158 | 0 | D |
| Employee Stock Option (right to buy)F6 | $7.92 | Jul 27, 2017 | M | 11,599 | A | — | Feb 22, 2023 | Common Stock | 11,599 | 0 | D |
| Employee Stock Option (right to buy)F6 | $7.995 | Jul 27, 2017 | M | 9,999 | A | — | Aug 31, 2022 | Common Stock | 9,999 | 0 | D |
| Employee Stock Option (right to buy)F7 | $9.255 | Jul 27, 2017 | M | 508 | A | — | Feb 28, 2024 | Common Stock | 508 | 76 | D |
| Employee Stock Option (right to buy)F8 | $8.895 | Jul 27, 2017 | M | 61,976 | A | — | Nov 21, 2023 | Common Stock | 61,976 | 9,722 | D |
Explanation of responses
- F1The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 12, 2017.
- F2The reported price in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $19.49 to $20.37 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), (4) and (5) to this Form 4.
- F3The reported price in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $20.52 to $20.71 per share, inclusive.
- F4The reported price in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $18.26 to $19.25 per share, inclusive.
- F5The reported price in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $19.26 to $19.75 per share, inclusive.
- F6The shares subject to the option are fully vested and immediately exercisable.
- F7The shares subject to the option vest in forty-eight (48) equal monthly installments beginning on March 27, 2014.
- F8The shares subject to the option vest one-fourth (1/4) on November 11, 2014. The remaining shares subject to the option vest in thirty-six (36) equal monthly installments beginning December 11, 2014.
- F9The reported securities are represented by restricted stock units which vest in eight equal quarterly installments beginning on November 15, 2017.