SEC FORM 3

SEC Form 3

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^*

Brenner Bernard

(Last)

(First)

(Middle)

C/O TRUECAR, INC.

120 BROADWAY, SUITE 200

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2014

3. Issuer Name and Ticker or Trading Symbol
TrueCar, Inc. [ TRUE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Business Development

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	257,935	D
Common Stock	16,666	I	By The Allison Brenner 2014 Family Trust⁽¹¹⁾
Common Stock	16,666	I	By The Brenner 2014 Trust⁽¹²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽¹⁾	11/30/2016	Common Stock	2,250	$2.6999	D
Employee Stock Option (right to buy)	⁽¹⁾	11/30/2016	Common Stock	2,262	$2.6999	D
Employee Stock Option (right to buy)	⁽¹⁾	08/20/2017	Common Stock	57,476	$0.4949	D
Employee Stock Option (right to buy)	⁽¹⁾	05/22/2018	Common Stock	76,666	$0.4949	D
Employee Stock Option (right to buy)	⁽¹⁾	04/26/2019	Common Stock	35,333	$0.8249	D
Employee Stock Option (right to buy)	⁽¹⁾	06/17/2019	Common Stock	26,000	$0.3899	D
Employee Stock Option (right to buy)	⁽¹⁾	09/14/2019	Common Stock	6,500	$0.3899	D
Employee Stock Option (right to buy)	⁽¹⁾	07/15/2020	Common Stock	390,000	$2.1149	D
Employee Stock Option (right to buy)	⁽²⁾	07/15/2020	Common Stock	52,000	$2.1149	D
Employee Stock Option (right to buy)	⁽³⁾	07/15/2020	Common Stock	185,162	$2.1149	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/17/2021	Common Stock	66,666	$2.8349	D
Employee Stock Option (right to buy)	⁽⁵⁾	06/14/2021	Common Stock	56,666	$3.5549	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/14/2022	Common Stock	10,000	$11.5049	D
Employee Stock Option (right to buy)	⁽⁷⁾	08/31/2022	Common Stock	333,333	$7.9949	D
Employee Stock Option (right to buy)	⁽⁸⁾	10/22/2023	Common Stock	26,666	$8.8799	D
Employee Stock Option (right to buy)	⁽⁹⁾	02/07/2024	Common Stock	16,666	$9.2549	D
Employee Stock Option (right to buy)	⁽¹⁰⁾	05/02/2024	Common Stock	23,333	$12.8099	D

Explanation of Responses:

1. Shares subject to the option are fully vested and immediately exercisable.

2. Shares subject to the option shall vest according to certain event(s) to be determined by the Issuer's Chief Executive Officer upon collaboration with the Issuer's Board of Directors.

3. 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 24, 2010.

4. 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 17, 2011.

5. 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.

6. 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.

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 June 30, 2012.

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 February 1, 2014.

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 7, 2014.

10. 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.

11. Shares directly held by The Allison Brenner 2014 Family Trust for which the Reporting Person serves as trustee.

12. Shares directly held by The Brenner 2014 Trust for which the Reporting Person serves as trustee.

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.