X0202 4 2006-01-03 0 0001333513 DealerTrack Holdings, Inc. TRAK 0001342016 ONeil Mark F C/O DEALERTRACK HOLDINGS, INC. 1111 MARCUS AVENUE, SUITE M04 LAKE SUCCESS NY 11042 1 1 0 0 Chairman of Board, Pres. & CEO Restricted Common Stock 2006-01-03 4 A 0 35000 0.00 A 65000 D 25% of the shares of restricted common stock will vest yearly from January 1, 2006, such that 100% of the shares will be fully vested on January 1, 2010. Includes 30,000 shares of previously granted restricted common stock that will vest yearly from May 26, 2005, such that 100% of such shares will be fully vested on May 26, 2009. Does not include common stock that is not restricted common stock. s/ Eric D. Jacobs as attorney-in-fact for Mark F. O'Neil 2006-02-22