S-8

As filed with the Securities and Exchange Commission on March 5, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TRUECAR, INC.

(Exact name of registrant as specified in its charter)

Delaware	04-3807511
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

120 Broadway, Suite 200

Santa Monica, California 90401

(Address of principal executive offices, including zip code)

2014 Equity Incentive Plan

(Full title of the plan)

Michael Darrow

President and Chief Executive Officer

TrueCar, Inc.

120 Broadway, Suite 200

Santa Monica, California 90401

(800) 200-2000

(Name, address and telephone number, including area code, of agent for service)

Copies to:

David J. Segre
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5335 Jeffrey Swart General Counsel Scott Watkinson Deputy General Counsel TrueCar, Inc. 120 Broadway, Suite 200 Santa Monica, California 90401 (800) 200-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer x
Non-accelerated filer ¨	Smaller reporting company ¨
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE
Title of Securities to Be Registered	Amount to Be Registered (1)		Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the 2014 Equity Incentive Plan (the “2014 Plan”)	4,984,547	(2)	$	5.340	(3)	$	26,617,480.98	$	2,903.97

(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the registrant’s common stock that become issuable under the 2014 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the registrant’s outstanding shares of common stock.

(2)    Represents an automatic annual increase on January 1, 2021 to the number of shares of the Registrant’s common stock reserved for issuance under the 2014 Plan, which annual increase is provided for in the 2014 Plan.

(3)    Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $5.34 per share, which represents the average of the high and low sale prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on March 2, 2021.

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) registers additional shares (“Shares”) of common stock, par value $0.0001 per share, of TrueCar, Inc. (the “Registrant”) under the Registrant’s 2014 Equity Incentive Plan (the “2014 Plan”) for which a registration statement (No. 333-196017) on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on May 16, 2014 (the “Initial S-8”). Pursuant to General Instruction E to Form S-8, the contents of the Initial S-8 are incorporated by reference into this Registration Statement. The number of Shares available for grant and issuance under the 2014 Plan is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 by an amount equal to the least of (i) 10,000,000 shares, (ii) five percent of the outstanding Shares on the last day of the immediately preceding fiscal year or (iii) such number of Shares determined by the board of directors of the Registrant. On January 1, 2021, the number of Shares available for grant and issuance under the 2014 Plan increased by 4,984,547 Shares. This Registration Statement registers such additional Shares, which were available for grant and issuance under the 2014 Plan as of January 1, 2021.

Item 8.  Exhibits.

Exhibit NumberDescription

4.1*Specimen common stock certificate of the Registrant

4.2**2014 Equity Incentive Plan, as amended, and forms of agreement thereunder

5.1Opinion of Cooley LLP

23.1Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

23.2Consent of Cooley LLP (contained in Exhibit 5.1 hereto)

24.1Power of Attorney (contained on the signature page hereto)

*    Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Amended Registration Statement on Form S-1, filed with the Commission on May 5, 2014.

**    Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Amended Registration Statement on Form S-1, filed with the Commission on May 15, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Manhattan Beach, State of California, on March 5, 2021.

	TRUECAR, INC.
By:	/s/ Michael D. Darrow
	Michael D. Darrow
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael D. Darrow, Jantoon E. Reigersman and Jeffrey J. Swart, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of TrueCar, Inc., and any or all amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. 

Signature	Title	Date
/s/ Michael D. Darrow	President and Chief Executive Officer and Director	March 5, 2021
Michael Darrow	(Principal Executive Officer and Director)
/s/ Jantoon E. Reigersman	Chief Financial Officer	March 5, 2021
Jantoon E. Reigersman	(Principal Financial Officer)
/s/ Charles C. Thomas	VP, Controller	March 5, 2021
Charles C. Thomas	(Principal Accounting Officer)
/s/ Robert E. Buce	Director	March 5, 2021
Robert E. Buce
/s/ Barbara A. Carbone	Director	March 5, 2021
Barbara A. Carbone
/s/ Christopher W. Claus	Director	March 5, 2021
Christopher W. Claus
/s/ Erin N. Lantz	Director	March 5, 2021
Erin N. Lantz
/s/ Philip G.J. McKoy	Director	March 5, 2021
Philip G.J. McKoy
/s/ John W. Mendel	Director	March 5, 2021
John W. Mendel
/s/ Wesley A. Nichols	Director	March 5, 2021
Wesley A. Nichols

EX-5.1

Exhibit 5.1

Cooley

March 5, 2021

TrueCar, Inc.

120 Broadway, Suite 200

Santa Monica, California 90401

Re:    Registration on Form S‑8

Ladies and Gentlemen:

We have acted as counsel to TrueCar, Inc., a Delaware corporation (the “Company”), and you have requested our opinion in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 4,984,547 additional shares of the Company’s Common Stock,$0.0001 par value (the “Shares”), pursuant to the TrueCar, Inc. 2014 Equity Incentive Plan, as amended (the “Plan”).

In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, each as currently in effect, the Plan and originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

COOLEY LLP

By: /s/ Dave Segre    

Dave Segre

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of TrueCar, Inc. of our report dated March 5, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in TrueCar, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

March 5, 2021