X0202 4 2005-12-16 0 0001333513 DealerTrack Holdings, Inc. TRAK 0001342006 Dietz Steven J C/O DEALERTRACK HOLDINGS, INC. 1111 MARCUS AVENUE, SUITE M04 LAKE SUCCESS NY 11042 1 0 0 0 Common Stock 2005-12-16 4 C 0 2237502 A 2237502 I By GRP II, L.P., GRP II Partners, L.P. and GRP II Investors, L.P. Common Stock 2005-12-16 4 P 0 5000 17.00 A 8500 D Convertible Series C-1 Preferred Stock 2005-12-16 4 C 0 2119851 D Common Stock 2237502 0 I By GRP II, L.P., GRP II Partners, L.P. and GRP II Investors, L.P. Shares of Convertible Series C-1 Preferred Stock were automatically converted into shares of common stock on a 1-to-1.0555 basis upon the closing of the Issuer's initial public offering on December 16, 2005. Excludes 3,500 shares of restricted common stock held directly by Mr. Dietz, as initially disclosed on Mr. Dietz's Form 3. GRPVC, L.P. ("GRPVC") is the general partner of each of GRP II, L.P. and GRP II Partners, L.P. and GRP Management Services Corp. ("GRP Management Services") is the general partner of GRPVC. Merchant Capital, Inc. is the general partner of GRP II Investors, L.P. and is in turn an indirect wholly-owned subsidiary of Credit Suisse/First Boston, Inc. Mr. Dietz is Vice President of GRP Management Services. Mr. Dietz disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. Includes 3,500 shares of restricted common stock held directly by Mr. Dietz, as initially disclosed on Mr. Dietz's Form 3. /s/ Eric D. Jacobs as attorney-in-fact for Steven J. Dietz 2005-12-20