SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Upfront II, L.P.

(Last) (First) (Middle)
C/O UPFRONT VENTURES
1314 7TH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TrueCar, Inc. [ TRUE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
former 10% owner
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/02/2017 S 1,273,156 D $15.7163 3,865,651 D
Common Stock 05/02/2017 S 13,000 D $15.7163 546,248 I By Upfront II Investors, L.P.
Common Stock 05/02/2017 S 385,475 D $15.7163 1,559,900 I By Upfront III, L.P.
Common Stock 05/02/2017 S 12,514 D $15.7163 50,638 I By Upfront III Investors, L.P.
Common Stock 05/02/2017 S 6,319 D $15.7163 25,572 I By Upfront III Partners, L.P.
Common Stock 05/02/2017 S 34,536 D $15.7163 104,861 I By Upfront II Partners, L.P.
Common Stock 1,501,260 I By Upfront GP II, L.P.
Common Stock 206,202 I By Upfront GP III, L.P.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Upfront II, L.P.

(Last) (First) (Middle)
C/O UPFRONT VENTURES
1314 7TH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
former 10% owner
1. Name and Address of Reporting Person*
Upfront GP II, L.P.

(Last) (First) (Middle)
C/O UPFRONT VENTURES
1314 7TH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
former 10% owner
1. Name and Address of Reporting Person*
Upfront II Investors, L.P.

(Last) (First) (Middle)
C/O UPFRONT VENTURES
1314 7TH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
former 10% owner
1. Name and Address of Reporting Person*
Upfront II Partners, L.P.

(Last) (First) (Middle)
C/O UPFRONT VENTURES
1314 7TH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
former 10% owner
1. Name and Address of Reporting Person*
Upfront GP III, L.P.

(Last) (First) (Middle)
C/O UPFRONT VENTURES
1314 7TH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
former 10% owner
1. Name and Address of Reporting Person*
Upfront III, L.P.

(Last) (First) (Middle)
C/O UPFRONT VENTURES
1314 7TH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
former 10% owner
1. Name and Address of Reporting Person*
Upfront III Investors, L.P.

(Last) (First) (Middle)
C/O UPFRONT VENTURES
1314 7TH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
former 10% owner
1. Name and Address of Reporting Person*
Upfront III Partners, L.P.

(Last) (First) (Middle)
C/O UPFRONT VENTURES
1314 7TH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
former 10% owner
Explanation of Responses:
Remarks:
/s/ Dana Kibler, as attorney-in-fact for GRP Management Services Corp., the General Partner of Upfront II, L.P. 05/04/2017
/s/ Dana Kibler, as attorney-in-fact for GRP Management Services Corp., the General Partner of Upfront GP II, L.P. 05/04/2017
/s/ Dana Kibler, as attorney-in-fact for GRP Management Services Corp., the General Partner of Upfront II Investors, L.P. 05/04/2017
/s/ Dana Kibler, as attorney-in-fact for GRP Management Services Corp., the General Partner of Upfront II Partners, L.P. 05/04/2017
/s/ Dana Kibler, as attorney-in-fact for Upfront Ventures Management, Inc., the General Partner of Upfront GP III, L.P. 05/04/2017
/s/ Dana Kibler, as attorney-in-fact for Upfront Ventures Management, Inc., the General Partner of Upfront III, L.P. 05/04/2017
/s/ Dana Kibler, as attorney-in-fact for Upfront Ventures Management, Inc., the General Partner of Upfront III Investors, L.P 05/04/2017
/s/ Dana Kibler, as attorney-in-fact for Upfront Ventures Management, Inc., the General Partner of Upfront III Partners, L.P. 05/04/2017
** 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 4 (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.