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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 12.81 | 03/12/2015 | A | 599,142 | (9) | 05/02/2024 | Common Stock | 599,142 | $ 0 | 599,142 (8) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Painter Scott C/O TRUECAR, INC. 120 BROADWAY, SUITE 200 SANTA MONICA, CA 90401 |
X | CEO & Chairman of the Board |
/s/ Troy Foster, by Power of Attorney | 03/16/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The reported securities are represented by restricted stock units (RSUs) issued upon the achievement of performance goals with respect to certain revenue and adjusted EBITDA targets. This reflects corrected reporting for an RSU award originally reported on May 23, 2014. At grant, such award could have vested as to a total of 88,244 shares. Based on actual performance achieved, a total of 78,096 shares are scheduled to vest in sixteen (16) equal quarterly installments beginning on March 31, 2015. |
(2) | The cumulative balance includes a reduction of 10,148 shares to reflect a correction to the reporting of the RSU award originally reported on May 23, 2014. |
(3) | The reported securities are represented by RSUs which vest in four (4) equal quarterly installments beginning on March 31, 2015. |
(4) | Shares held directly by Indy Painter under the California Uniform Transfers to Minor Act for which the Reporting Person serves as custodian. |
(5) | Shares held directly by Luke Painter under the California Uniform Transfers to Minor Act for which the Reporting Person serves as custodian. |
(6) | Shares held directly by Noah Painter under the California Uniform Transfers to Minor Act for which the Reporting Person serves as custodian. |
(7) | Shares held directly by Zoe Painter under the California Uniform Transfers to Minor Act for which the Reporting Person serves as custodian. |
(8) | The reported options were issued upon the achievement of performance goals with respect to certain revenue and adjusted EBITDA targets. This reflects corrected reporting of an option grant originally reported on May 15, 2014. At grant, an option to purchase a total of 676,996 shares was granted. Based on actual performance achieved, a total of 599,142 options are scheduled to vest in forty-eight (48) equal monthly installments beginning on March 1, 2015. |
(9) | The amounts reported in columns 5, 7 and 9 of Table II include a reduction of 77,854 options to reflect a correction to the reporting of the option grant originally reported on May 15, 2014. |