SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Painter Scott

(Last) (First) (Middle)
C/O TRUECAR, INC.
120 BROADWAY, SUITE 200

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2014
3. Issuer Name and Ticker or Trading Symbol
TrueCar, Inc. [ TRUE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO & Chairman of the Board
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,409,332 D
Common Stock 3,147 I See footnote(1)
Common Stock 3,147 I See footnote(2)
Common Stock 3,147 I See footnote(3)
Common Stock 3,147 I See footnote(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (5) 05/01/2017 Common Stock 305,374 1.5299 D
Employee Stock Option (right to buy) (5) 08/20/2017 Common Stock 644,444 0.4949 D
Employee Stock Option (right to buy) (5) 04/26/2019 Common Stock 416,122 0.8249 D
Employee Stock Option (right to buy) (5) 11/19/2019 Common Stock 308,334 0.8249 D
Employee Stock Option (right to buy) (5) 07/15/2020 Common Stock 333,333 2.1149 D
Employee Stock Option (right to buy) (6) 07/15/2020 Common Stock 618,940 2.1149 D
Employee Stock Option (right to buy) (7) 02/17/2021 Common Stock 533,733 2.8349 D
Employee Stock Option (right to buy) (8) 06/14/2021 Common Stock 359,962 3.5549 D
Employee Stock Option (right to buy) (9) 02/14/2022 Common Stock 563,904 11.5049 D
Employee Stock Option (right to buy) (10) 02/22/2023 Common Stock 392,330 7.9199 D
Employee Stock Option (right to buy) (11) 05/02/2023 Common Stock 130,776 7.9199 D
Employee Stock Option (right to buy) (12) 10/22/2023 Common Stock 561,296 8.8799 D
Employee Stock Option (right to buy) (13) 01/28/2024 Common Stock 112,422 8.8949 D
Employee Stock Option (right to buy) (14) 02/07/2024 Common Stock 130,080 9.2549 D
Employee Stock Option (right to buy) (15) 02/07/2024 Common Stock 315,128 9.2549 D
Employee Stock Option (right to buy) (16) 02/28/2024 Common Stock 1,155,000 9.2549 D
Employee Stock Option (right to buy) (17) 04/21/2024 Common Stock 444,444 29.9998 D
Employee Stock Option (right to buy) (17) 04/21/2024 Common Stock 444,444 44.9997 D
Employee Stock Option (right to buy) (17) 04/21/2024 Common Stock 444,444 59.9997 D
Employee Stock Option (right to buy) (18) 05/02/2024 Common Stock 676,996 12.8099 D
Explanation of Responses:
1. Shares held directly by the Indy Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian.
2. Shares held directly by the Luke Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian.
3. Shares held directly by the Noah Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian.
4. Shares held directly by the Zoe Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian.
5. The shares subject to the option are fully vested and immediately exercisable.
6. An option to purchase 666,666 shares was granted on July 15, 2010 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on July 1, 2010.
7. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 17, 2011.
8. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 15, 2012.
9. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 14, 2012.
10. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 22, 2013.
11. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on June 2, 2013.
12. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning February 1, 2014.
13. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning February 28, 2014.
14. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning February 1, 2013.
15. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning March 7, 2014.
16. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning March 28, 2014.
17. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning March 28, 2014.
18. The option is subject to an early exercise provision and is immediately exercisable. One-fourth (1/4th) of the shares subject to the option vest on May 2, 2015 and one forty-eighth (1/48th) of the shares vest monthly thereafter.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Troy Foster, by power of attorney 05/15/2014
** 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 5 (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.

Exhibit 24

 

POWER OF ATTORNEY

 

The undersigned, as a Section 16 reporting person of TrueCar, Inc. (the “Company”), hereby constitutes and appoints Michael Guthrie and Troy Foster, and each of them, the undersigned’s true and lawful attorney-in-fact to:

 

1.              complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto as such attorney-in-fact shall in her discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Company; and

 

2.              do all acts necessary in order to file such forms with the U.S. Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate.

 

The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended).

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of May, 2014.

 

 

 

Signature:

/s/ Scott Painter

 

Name:

Scott Painter