Statement of Changes in Beneficial Ownership (4)
May 26 2020 - 7:33PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Yadigaroglu Ion |
2. Issuer Name and Ticker or Trading Symbol
TrueCar, Inc.
[
TRUE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O TRUECAR, INC., 120 BROADWAY, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/21/2020 |
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(Street)
SANTA MONICA, CA 90401
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/21/2020 | | A | | 58139 (1) | A | $0.00 | 109193 | D | |
| Common Stock | | | | | | | | 5870 | I | By Capricorn Investment Group LLC (2)(3) |
| Common Stock | | | | | | | | 678775 | I | By The Skoll Foundation (2)(3) |
| Common Stock | | | | | | | | 578736 | I | By The Skoll Fund (2)(3) |
| Common Stock | | | | | | | | 205174 | I | By Capricorn S.A. SICAV-SIF-Global Non-Marketable Strategies Sub-Fund (2)(3) |
| Common Stock | | | | | | | | 26674 | I | By Carthage, L.P. (2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | The reported securities are represented by restricted stock units, or RSUs, which vest in full on the earlier of the day immediately prior to the Issuer's 2021 annual meeting of
stockholders or May 31, 2021. |
| (2) | Capricorn Investment Group LLC ("Capricorn Group") serves as the investment manager for The Skoll Foundation (the "Foundation"), The Skoll Fund (the "Fund") and Capricorn S.A. SICAV-SIF-Global Non-Marketable Strategies Sub-Fund ("Capricorn SA") and is the general partner of Carthage, L.P. ("Carthage"). Capricorn Group has sole voting and investment control over the shares held by the Foundation, the Fund, Capricorn SA and Carthage, in addition to having sole voting and investment control over the shares it holds directly. Capricorn Group is an investment adviser registered with the Securities and Exchange Commission. Voting and dispositive decisions on behalf of Capricorn Group are made by an investment committee consisting of three individuals, including the Reporting Person, who share voting and investment control with respect to the shares held by the Foundation, the Fund, Capricorn SA and Carthage. |
| (3) | The Reporting Person disclaims beneficial ownership of the securities held by the entities listed in footnote (2) above except to the extent of any 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 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Yadigaroglu Ion
C/O TRUECAR, INC.
120 BROADWAY, SUITE 200
SANTA MONICA, CA 90401 | X |
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Signatures
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| /s/ Scott Watkinson, by Power of Attorney | | 5/26/2020 |
| **Signature of Reporting Person | Date |
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