SEC Form 4 · accession 0001140361-17-029950
TrueCar, Inc. · TRUE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Guthrie
Officer — CFO
Period of report
Jul 31, 2017
Accepted (ET)
Aug 2, 2017 · 8:07 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 31, 2017 | M | 42,761 | $7.92 | A | 390,467 | D | |
| Common Stock | Jul 31, 2017 | M | 51,986 | $8.88 | A | 442,453 | D | |
| Common StockF2 | Jul 31, 2017 | S | 94,747 | $18.7732 | D | 347,706 | D | |
| Common Stock | Aug 1, 2017 | M | 42,806 | $8.88 | A | 390,512 | D | |
| Common Stock | Aug 1, 2017 | M | 47,499 | $9.255 | A | 438,011 | D | |
| Common Stock | Aug 1, 2017 | M | 20,167 | $9.255 | A | 458,178 | D | |
| Common StockF3 | Aug 1, 2017 | S | 110,472 | $18.8358 | D | 347,706 | D | |
| Common Stock | Aug 2, 2017 | M | 84,833 | $9.255 | A | 432,539 | D | |
| Common StockF4 | Aug 2, 2017 | S | 84,833 | $18.3122 | D | 347,706 | 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)F5 | $7.92 | Jul 31, 2017 | M | 42,761 | D | — | Jun 26, 2023 | Common Stock | 42,761 | 11,304 | D |
| Employee Stock Option (right to buy)F6 | $8.88 | Jul 31, 2017 | M | 51,986 | D | — | Oct 22, 2023 | Common Stock | 51,986 | 64,680 | D |
| Employee Stock Option (right to buy)F6 | $8.88 | Aug 1, 2017 | M | 42,806 | D | — | Oct 22, 2023 | Common Stock | 42,806 | 21,874 | D |
| Employee Stock Option (right to buy)F7 | $9.255 | Aug 1, 2017 | M | 47,499 | D | — | Feb 7, 2024 | Common Stock | 47,499 | 12,500 | D |
| Employee Stock Option (right to buy)F5 | $9.255 | Aug 1, 2017 | M | 20,167 | D | — | Feb 28, 2024 | Common Stock | 20,167 | 84,833 | D |
| Employee Stock Option (right to buy)F5 | $9.255 | Aug 2, 2017 | M | 84,833 | D | — | Feb 28, 2024 | Common Stock | 84,833 | 0 | 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 $18.55 to $19.00 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) and (4) 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 $18.72 to $19.02 per share, inclusive.
- F4The reported price in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $18.05 to $18.69 per share, inclusive.
- F5The shares subject to the option are fully vested and immediately exercisable.
- F6The shares subject to the option vest in forty-eight (48) equal monthly installments beginning on February 1, 2014.
- F7The shares subject to the option vest in forty-eight (48) equal monthly installments beginning on March 7, 2014.