Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Thomas Charles C.
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2019
3. Issuer Name and Ticker or Trading Symbol
TrueCar, Inc. [TRUE]
(Last)
(First)
(Middle)
C/O TRUECAR, INC., 120 BROADWAY, SUITE 200
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Controller, PFO, PAO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SANTA MONICA, CA 90401
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
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 40,532 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 of Derivative Security: 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) 05/15/2024 Common Stock 3,333 $ 12.81 D  
Employee Stock Option (Right to Buy)   (3) 05/15/2024 Common Stock 728 $ 12.81 D  
Employee Stock Option (Right to Buy)   (2) 10/06/2024 Common Stock 2,000 $ 20.85 D  
Employee Stock Option (Right to Buy)   (2) 02/03/2025 Common Stock 1,030 $ 19.29 D  
Employee Stock Option (Right to Buy)   (4) 08/11/2026 Common Stock 8,340 $ 10.85 D  
Employee Stock Option (Right to Buy)   (5) 06/10/2027 Common Stock 6,048 $ 18.91 D  
Employee Stock Option (Right to Buy)   (6) 06/10/2027 Common Stock 22,500 $ 18.91 D  
Employee Stock Option (Right to Buy)   (7) 09/18/2028 Common Stock 10,639 $ 13.49 D  
Employee Stock Option (Right to Buy)   (8) 03/15/2029 Common Stock 12,096 $ 6.93 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thomas Charles C.
C/O TRUECAR, INC.
120 BROADWAY, SUITE 200
SANTA MONICA, CA 90401
      VP, Controller, PFO, PAO  

Signatures

/s/ Scott Watkinson, by Power of Attorney 04/05/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported securities include 29,815 restricted stock units.
(2) Shares subject to the option are fully vested and immediately exercisable.
(3) An option to purchase 822 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, 94 of the shares underlying the option were canceled. The remaining 728 shares subject to the option are fully vested and immediately exercisable.
(4) Shares subject to the option vest in 48 equal monthly installments beginning on August 11, 2016.
(5) Shares subject to the option vest in 48 equal monthly installments beginning on July 15, 2017.
(6) Shares subject to the option vest 10% on June 15, 2018, 20% on June 15, 2019, 30% on June 15, 2020 and 40% on June 15, 2021.
(7) Shares subject to the option vest in 48 equal monthly installments beginning on September 18, 2018.
(8) Shares subject to the option vest in 48 equal monthly installments beginning on April 15, 2019.

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