FORM 4
[ ] 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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Dietz Steven J 		2. Issuer Name and Ticker or Trading Symbol

TrueCar, Inc. [ TRUE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O TRUECAR, INC., 120 BROADWAY, SUITE 200 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/18/2017
(Street)

SANTA MONICA, CA 90401
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   5/18/2017     A    4276   (1) A $0   15487   D    
Common Stock                  23867   I   The Dietz Revocable Trust 2007   (2)
Common Stock                  9500   I   The Dietz Family Trust 2011   (3)
Common Stock                  10970   I   The Dietz Family Trust 2007   (4)
Common Stock                  1300   I   By daughter   (5)
Common Stock                  900   I   By elder son   (5)
Common Stock                  1000   I   By younger son   (5)
Common Stock                  3865651   I   By Upfront II, L.P.   (6)
Common Stock                  1501260   I   By Upfront GP II, L.P.   (6)
Common Stock                  546248   I   By Upfront II Investors, L.P.   (6)
Common Stock                  104861   I   By Upfront II Partners, L.P.   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Stock Option (right to buy)   $17.54   5/18/2017     A      10126         (7) 5/18/2027   Common Stock   10126   $0   10126   D    

Explanation of Responses:
(1)  The reported shares are represented by restricted stock units, or RSUs, which vest in full on the earlier of the day immediately prior to the Issuer's 2018 annual meeting of stockholders (the "2018 Annual Meeting") or May 31, 2018.
(2)  Shares held directly by The Dietz Revocable Trust 2007, for which the Reporting Person serves as a trustee.
(3)  Shares held directly by The Dietz Family Trust 2011, for which the Reporting Person serves as trustee.
(4)  Shares held directly by The Dietz Family Trust 2007, for which the Reporting Person serves as trustee.
(5)  The Reporting Person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(6)  The Reporting Person is a former manager of Upfront and may be deemed to share voting and dispositive power with respect to the shares held by Upfront II, L.P., Upfront GP II, L.P., Upfront II Investors, L.P. and Upfront II Partners, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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 or for any other purpose.
(7)  Shares subject to the option vest in twelve equal monthly installments beginning on June 18, 2017. Any unvested shares subject to the option vest on the day immediately prior to the 2018 Annual Meeting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dietz Steven J
C/O TRUECAR, INC.
120 BROADWAY, SUITE 200
SANTA MONICA, CA 90401 		X



Signatures
Scott Watkinson 5/22/2017
** 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 4(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 control number.
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