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*
Dietz Steven J
(Last) (First) (Middle)
C/O TRUECAR, INC.
120 BROADWAY, SUITE 200
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2017
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)
Code V Amount (A) or (D) Price
Common Stock 05/18/2017 A 4,276(1) A $0 15,487 D
Common Stock 23,867 I The Dietz Revocable Trust 2007(2)
Common Stock 9,500 I The Dietz Family Trust 2011(3)
Common Stock 10,970 I The Dietz Family Trust 2007(4)
Common Stock 1,300 I By daughter(5)
Common Stock 900 I By elder son(5)
Common Stock 1,000 I By younger son(5)
Common Stock 3,865,651 I By Upfront II, L.P.(6)
Common Stock 1,501,260 I By Upfront GP II, L.P.(6)
Common Stock 546,248 I By Upfront II Investors, L.P.(6)
Common Stock 104,861 I By Upfront II Partners, L.P.(6)
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
Stock Option (right to buy) $17.54 05/18/2017 A 10,126 (7) 05/18/2027 Common Stock 10,126 $0 10,126 D
Explanation of Responses:
1. The 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 2018 annual meeting of stockholders (the "2018 Annual Meeting") or May 31, 2018.
2. Shares held directly by The Dietz Revocable Trust 2007, for which the Reporting Person serves as a trustee.
3. Shares held directly by The Dietz Family Trust 2011, for which the Reporting Person serves as trustee.
4. Shares held directly by The Dietz Family Trust 2007, for which the Reporting Person serves as trustee.
5. The Reporting Person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
6. The Reporting Person is a former manager of Upfront and may be deemed to share voting and dispositive power with respect to the shares held by Upfront II, L.P., Upfront GP II, L.P., Upfront II Investors, L.P. and Upfront II Partners, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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.
7. Shares subject to the option vest in twelve equal monthly installments beginning on June 18, 2017. Any unvested shares subject to the option vest on the day immediately prior to the 2018 Annual Meeting.
Scott Watkinson 05/22/2017
** 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.