SEC FORM 4

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

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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^*

Furcolo Mark

(Last)

(First)

(Middle)

C/O DEALERTRACK HOLDINGS, INC.

1111 MARCUS AVENUE

(Street)

LAKE SUCCESS

US 11042

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dealertrack Technologies, Inc [ TRAK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Lender Solutions

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2014

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2014		M		5,865	A	$27.99	27,225⁽¹⁾	D
Common Stock	02/27/2014		S		5,865	D	$54.281⁽⁴⁾	21,360⁽¹⁾	D
Common Stock	02/27/2014		M		4,748	A	$19.65	26,108⁽¹⁾	D
Common Stock	02/27/2014		S		4,748	D	$54.281⁽⁴⁾	21,360⁽¹⁾	D
Common Stock	02/26/2014		A⁽⁵⁾		4,238	A	$0	21,360⁽¹⁾	D
Common Stock	02/24/2014		F		499⁽¹⁰⁾	D	$54.4	16,623⁽⁹⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$27.99	02/27/2014		D			5,865	⁽²⁾	02/28/2019	Common Stock	5,865	$0	6,375	D
Non-Qualified Stock Option (right to buy)	$19.65	02/27/2014		D			4,748	⁽³⁾	02/24/2017	Common Stock	4,748	$0	1,572	D
Non-Qualified Stock Option (right to buy)	$55.06	02/26/2014		A		11,905		⁽⁶⁾	02/26/2021	Common Stock	11,905	$0	11,905	D
Performance Stock Unit	$0	02/26/2014		A		4,259⁽⁷⁾		⁽⁸⁾	02/26/2017	Common Stock	4,259⁽⁷⁾	$0	4,259	D

Explanation of Responses:

1. Includes 16,584 restricted stock units.

2. 25% of the shares subject to the option vested on February 28,2013, and 1/36th of the remaining shares subject to the option will vest each month thereafter, such that 100% of the shares subject to the option will be fully vested on February 28, 2016.

3. 25% of the shares subject to the option vested on February 24, 2012, and 1/36th of the remaining shares subject to the option will vest each month thereafter, such that 100% of the shares subject to the option will be fully vested on February 24, 2015.

4. This transaction was executed in multiple trades at prices ranging from $54.01 to $55.07. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. Each restricted stock unit represents a contingent right to receive one share of Dealertrack common stock. The restricted stock units vest in four equal annual installments beginning February 26, 2015.

6. 25% of the shares subject to the option will vest on February 26, 2015, and 1/36th of the remaining shares subject to the option will vest each month thereafter, such that 100% of the shares subject to the option will be fully vested on February 26, 2018.

7. This amount represents the target number of PSUs (100%) awarded and is subject to adjustment ranging from 0% (threshold) to 150% (maximum) based on the percentage achievement of the performance goals.

8. The Performance Stock Units will vest in full on February 28, 2017 subject to the achievement of certain performance goals. These performance goals are equally based on both the Company's Revenue for calendar year 2014 and the total shareholder return of the Company's common stock as compared to other companies in the NASDAQ Software Index in the aggregate for calendar years 2014, 2015 and 2016.

9. Includes 12,346 restricted stock units.

10. Represents shares withheld from vested RSUs for the payment of applicable income and payroll withholding taxes due on vesting.

	/s/ Gary Papilsky as attorney-in-fact for Mark Furcolo	03/03/2014
	** 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 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).
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