SEC Form 4 · accession 0001140361-18-024929
TrueCar, Inc. · TRUE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ion Yadigaroglu
Director
Period of report
May 17, 2018
Accepted (ET)
May 21, 2018 · 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 StockF1 | May 17, 2018 | A | 8,296 | $0.00 | A | 27,835 | D | |
| Common StockF2,F3 | holding | — | — | — | 5,870 | I | By Capricorn Investment Group LLC | |
| Common StockF2,F3 | holding | — | — | — | 678,775 | I | By The Skoll Foundation | |
| Common StockF2,F3 | holding | — | — | — | 578,736 | I | By The Skoll Fund | |
| Common StockF2,F3 | holding | — | — | — | 205,174 | I | By Capricorn S.A. SICAV-SIF Global Non-Marketable Strategies Sub-Fund | |
| Common StockF2,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 | $9.04 | May 17, 2018 | A | 18,653 | A | — | May 17, 2028 | Common Stock | 18,653 | 18,653 | 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 2019 annual meeting of stockholders (the "2019 Annual Meeting") or May 31, 2019.
- 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 Carthage, L.P. ("Carthage"). Capricorn Group has sole voting and investment control over the shares held by Foundation, Fund, Capricorn SA 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 two individuals, including the Reporting Person, who share voting and investment control with respect to the shares held by Foundation, Fund, Capricorn SA 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 17, 2018. Any unvested shares subject to the option vest on the day immediately prior to the 2019 Annual Meeting.