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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/25/2019 | 3. Issuer Name and Ticker or Trading Symbol TrueCar, Inc. [ TRUE ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 08/01/2019 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 143,309(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | (2) | 02/22/2023 | Common Stock | 3,206 | 7.92 | D | |
Employee Stock Option (Right to Buy) | (2) | 05/02/2023 | Common Stock | 1,069 | 7.92 | D | |
Employee Stock Option (Right to Buy) | (2) | 10/22/2023 | Common Stock | 5,342 | 8.88 | D | |
Employee Stock Option (Right to Buy) | (2) | 02/28/2024 | Common Stock | 3,549 | 9.255 | D | |
Employee Stock Option (Right to Buy) | (3) | 05/15/2024 | Common Stock | 11,480 | 12.81 | D | |
Employee Stock Option (Right to Buy) | (4) | 03/14/2026 | Common Stock | 8,021 | 6.03 | D | |
Employee Stock Option (Right to Buy) | (5) | 08/11/2026 | Common Stock | 62,670 | 10.85 | D | |
Employee Stock Option (Right to Buy) | (6) | 06/10/2027 | Common Stock | 28,368 | 18.91 | D | |
Employee Stock Option (Right to Buy) | (7) | 06/10/2027 | Common Stock | 45,696 | 18.91 | D | |
Employee Stock Option (Right to Buy) | (8) | 05/12/2028 | Common Stock | 27,927 | 9.59 | D | |
Employee Stock Option (Right to Buy) | (9) | 03/15/2029 | Common Stock | 27,216 | 6.93 | D | |
Employee Stock Option (Right to Buy)(10) | (10) | 06/08/2029 | Common Stock | 165,910 | 5.45 | D |
Explanation of Responses: |
1. The reported securities include 129,692 restricted stock units. |
2. The shares subject to the option are fully vested and immediately exercisable. |
3. An option to purchase 12,971 shares was granted on May 15, 2014. This option was subject to performance vesting. Only 88.5% of the target was achieved. As a result, 1,491 of the shares underlying the option were canceled. The remaining 11,480 shares subject to the option are fully vested and immediately exercisable. |
4. The shares subject to the option vest in 48 equal monthly installments beginning on April 15, 2016. An option to purchase 17,500 shares was granted on March 14, 2016, but has been partially exercised as to 9,479 shares. |
5. The shares subject to the option vest in 48 equal monthly installments beginning on August 11, 2016. |
6. The shares subject to the option vest in 48 equal monthly installments beginning on July 15, 2017. |
7. Ten percent of the shares subject to the option vested on June 15, 2018 and 20% vested on June 15, 2019; 30% of the shares subject to the option will vest on June 15, 2020 and 40% will vest on June 15, 2021. |
8. The shares subject to the option vest in 48 equal monthly installments beginning on May 15, 2018. |
9. The shares subject to the option vest in 48 equal monthly installments beginning on April 15, 2019. |
10. The shares subject to the option vest in 48 equal monthly installments beginning on July 8, 2019. |
Remarks: |
Ex. 24 - Power of Attorney |
/s/ Tyler Rosenbaum, by Power of Attorney | 08/16/2019 | |
** 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. |