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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Painter Scott
2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2014
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)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO & Chairman of the Board
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 1,409,332
D
 
Common Stock 3,147
I
See footnote (1)
Common Stock 3,147
I
See footnote (2)
Common Stock 3,147
I
See footnote (3)
Common Stock 3,147
I
See footnote (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

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)   (5) 05/01/2017 Common Stock 305,374 $ 1.5299 D  
Employee Stock Option (right to buy)   (5) 08/20/2017 Common Stock 644,444 $ 0.4949 D  
Employee Stock Option (right to buy)   (5) 04/26/2019 Common Stock 416,122 $ 0.8249 D  
Employee Stock Option (right to buy)   (5) 11/19/2019 Common Stock 308,334 $ 0.8249 D  
Employee Stock Option (right to buy)   (5) 07/15/2020 Common Stock 333,333 $ 2.1149 D  
Employee Stock Option (right to buy)   (6) 07/15/2020 Common Stock 618,940 $ 2.1149 D  
Employee Stock Option (right to buy)   (7) 02/17/2021 Common Stock 533,733 $ 2.8349 D  
Employee Stock Option (right to buy)   (8) 06/14/2021 Common Stock 359,962 $ 3.5549 D  
Employee Stock Option (right to buy)   (9) 02/14/2022 Common Stock 563,904 $ 11.5049 D  
Employee Stock Option (right to buy)   (10) 02/22/2023 Common Stock 392,330 $ 7.9199 D  
Employee Stock Option (right to buy)   (11) 05/02/2023 Common Stock 130,776 $ 7.9199 D  
Employee Stock Option (right to buy)   (12) 10/22/2023 Common Stock 561,296 $ 8.8799 D  
Employee Stock Option (right to buy)   (13) 01/28/2024 Common Stock 112,422 $ 8.8949 D  
Employee Stock Option (right to buy)   (14) 02/07/2024 Common Stock 130,080 $ 9.2549 D  
Employee Stock Option (right to buy)   (15) 02/07/2024 Common Stock 315,128 $ 9.2549 D  
Employee Stock Option (right to buy)   (16) 02/28/2024 Common Stock 1,155,000 $ 9.2549 D  
Employee Stock Option (right to buy)   (17) 04/21/2024 Common Stock 444,444 $ 29.9998 D  
Employee Stock Option (right to buy)   (17) 04/21/2024 Common Stock 444,444 $ 44.9997 D  
Employee Stock Option (right to buy)   (17) 04/21/2024 Common Stock 444,444 $ 59.9997 D  
Employee Stock Option (right to buy)   (18) 05/02/2024 Common Stock 676,996 $ 12.8099 D  

Reporting Owners

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   X   CEO & Chairman of the Board  

Signatures

/s/ Troy Foster, by power of attorney 05/15/2014
**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) Shares held directly by the Indy Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian.
(2) Shares held directly by the Luke Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian.
(3) Shares held directly by the Noah Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian.
(4) Shares held directly by the Zoe Painter Under the California Uniform Transfers to Minors Act for which the Reporting Person serves as custodian.
(5) The shares subject to the option are fully vested and immediately exercisable.
(6) An option to purchase 666,666 shares was granted on July 15, 2010 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on July 1, 2010.
(7) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 17, 2011.
(8) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 15, 2012.
(9) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 14, 2012.
(10) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 22, 2013.
(11) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on June 2, 2013.
(12) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning February 1, 2014.
(13) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning February 28, 2014.
(14) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning February 1, 2013.
(15) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning March 7, 2014.
(16) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning March 28, 2014.
(17) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning March 28, 2014.
(18) The option is subject to an early exercise provision and is immediately exercisable. One-fourth (1/4th) of the shares subject to the option vest on May 2, 2015 and one forty-eighth (1/48th) of the shares vest monthly thereafter.
 
Remarks:
Exhibit 24 - Power of Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.