FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/15/2014 |
3. Issuer Name and Ticker or Trading Symbol
TrueCar, Inc. [ TRUE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 1,409,332 | D | |
Common Stock | 3,147 | I | See footnote(1) |
Common Stock | 3,147 | I | See footnote(2) |
Common Stock | 3,147 | I | See footnote(3) |
Common Stock | 3,147 | I | See footnote(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Option (right to buy) | (5) | 05/01/2017 | Common Stock | 305,374 | $1.5299 | D | |
Employee Stock Option (right to buy) | (5) | 08/20/2017 | Common Stock | 644,444 | $0.4949 | D | |
Employee Stock Option (right to buy) | (5) | 04/26/2019 | Common Stock | 416,122 | $0.8249 | D | |
Employee Stock Option (right to buy) | (5) | 11/19/2019 | Common Stock | 308,334 | $0.8249 | D | |
Employee Stock Option (right to buy) | (5) | 07/15/2020 | Common Stock | 333,333 | $2.1149 | D | |
Employee Stock Option (right to buy) | (6) | 07/15/2020 | Common Stock | 618,940 | $2.1149 | D | |
Employee Stock Option (right to buy) | (7) | 02/17/2021 | Common Stock | 533,733 | $2.8349 | D | |
Employee Stock Option (right to buy) | (8) | 06/14/2021 | Common Stock | 359,962 | $3.5549 | D | |
Employee Stock Option (right to buy) | (9) | 02/14/2022 | Common Stock | 563,904 | $11.5049 | D | |
Employee Stock Option (right to buy) | (10) | 02/22/2023 | Common Stock | 392,330 | $7.9199 | D | |
Employee Stock Option (right to buy) | (11) | 05/02/2023 | Common Stock | 130,776 | $7.9199 | D | |
Employee Stock Option (right to buy) | (12) | 10/22/2023 | Common Stock | 561,296 | $8.8799 | D | |
Employee Stock Option (right to buy) | (13) | 01/28/2024 | Common Stock | 112,422 | $8.8949 | D | |
Employee Stock Option (right to buy) | (14) | 02/07/2024 | Common Stock | 130,080 | $9.2549 | D | |
Employee Stock Option (right to buy) | (15) | 02/07/2024 | Common Stock | 315,128 | $9.2549 | D | |
Employee Stock Option (right to buy) | (16) | 02/28/2024 | Common Stock | 1,155,000 | $9.2549 | D | |
Employee Stock Option (right to buy) | (17) | 04/21/2024 | Common Stock | 444,444 | $29.9998 | D | |
Employee Stock Option (right to buy) | (17) | 04/21/2024 | Common Stock | 444,444 | $44.9997 | D | |
Employee Stock Option (right to buy) | (17) | 04/21/2024 | Common Stock | 444,444 | $59.9997 | D | |
Employee Stock Option (right to buy) | (18) | 05/02/2024 | Common Stock | 676,996 | $12.8099 | D |
Explanation of Responses: |
1. Shares held directly by the Indy Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian. |
2. Shares held directly by the Luke Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian. |
3. Shares held directly by the Noah Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian. |
4. Shares held directly by the Zoe Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian. |
5. The shares subject to the option are fully vested and immediately exercisable. |
6. An option to purchase 666,666 shares was granted on July 15, 2010 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on July 1, 2010. |
7. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 17, 2011. |
8. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 15, 2012. |
9. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 14, 2012. |
10. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 22, 2013. |
11. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on June 2, 2013. |
12. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning February 1, 2014. |
13. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning February 28, 2014. |
14. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning February 1, 2013. |
15. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning March 7, 2014. |
16. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning March 28, 2014. |
17. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning March 28, 2014. |
18. The option is subject to an early exercise provision and is immediately exercisable. One-fourth (1/4th) of the shares subject to the option vest on May 2, 2015 and one forty-eighth (1/48th) of the shares vest monthly thereafter. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Troy Foster, by power of attorney | 05/15/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |