Statement of Changes in Beneficial Ownership (4)
May 22 2017 - 4:33PM
Edgar (US Regulatory)
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
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
*
Yadigaroglu Ion
|
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)
250 UNIVERSITY AVENUE
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2017
|
(Street)
PALO ALTO, CA 94301
(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
|
$0.00
|
19539
|
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
|
|
|
|
|
|
|
|
151356
|
I
|
By Capricorn AIP-Private Investment Fund I, L.P.
(2)
(3)
|
Common Stock
|
|
|
|
|
|
|
|
23779
|
I
|
By HIT Splitter, L.P.
(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)
|
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
|
|
(4)
|
5/18/2027
|
Common Stock
|
10126
|
$0.00
|
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)
|
Capricorn Investment Group LLC ("Capricorn Group") serves as the investment manager for The Skoll Foundation ("Foundation"), The Skoll Fund ("Fund"), and Capricorn S.A. SICAV-SIF-Global Non-Marketable Strategies Sub-Fund ("Capricorn SA"), and is the general partner of Capricorn AIP-Private Investment Fund I, L.P. ("Capricorn AIP"), HIT Splitter, L.P. ("HSLP") and Carthage, L.P. ("Carthage"). Capricorn Group has sole voting and investment control over the shares held by Foundation, Fund, Capricorn SA, Capricorn AIP, HSLP and Carthage, in addition to having sole voting and investment control over the shares it holds directly. Capricorn Group is an SEC-registered investment adviser. 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 Foundation, Fund, Capricorn SA, Capricorn AIP, HSLP 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 or for any other purpose.
|
(4)
|
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
|
Yadigaroglu Ion
250 UNIVERSITY AVENUE
PALO ALTO, CA 94301
|
X
|
|
|
|
Signatures
|
/s/ Scott Watkinson, by Power of Attorney
|
|
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.
|
TrueCar (NASDAQ:TRUE)
Historical Stock Chart
From Apr 2024 to May 2024
TrueCar (NASDAQ:TRUE)
Historical Stock Chart
From May 2023 to May 2024