May 12, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Barbara C. Jacobs
Maryse Mills-Apenteng
Katherine Wray
Craig Wilson
Laura Veator
Re: TrueCar, Inc.
Registration Statement on Form S-1
File No. 333-195036
Acceleration Request
Requested Date: May 15, 2014
Requested Time: 4:00 P.M. Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), TrueCar, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-195036) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling David J. Segre at (650) 849-4554.
In connection with the acceleration request, the Company hereby acknowledges that:
· should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement on Form S-1 effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement on Form S-1;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement on Form S-1; and
· the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
[Signature page follows]
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| Sincerely, | |
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| TRUECAR, INC. | |
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| By: | /s/ Troy Foster |
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| Troy Foster |
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| Chief Legal and Compliance Officer |
cc: Scott Painter, TrueCar, Inc.
Michael Guthrie, TrueCar, Inc.
Tony Jeffries, Wilson Sonsini Goodrich & Rosati, P.C.
David J. Segre, Wilson Sonsini Goodrich & Rosati, P.C.
Damien Weiss, Wilson Sonsini Goodrich & Rosati, P.C.
Christopher L. Kaufman, Latham & Watkins LLP
Steven B. Stokdyk, Latham & Watkins LLP
