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 *
  McClung Robert
2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2018
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)
EVP & Chief Technology Officer
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 170,155 (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) 02/07/2024 Common Stock 35,000 $ 9.255 D  
Employee Stock Option (right to buy)   (3) 02/07/2024 Common Stock 1,950 $ 9.255 D  
Employee Stock Option (right to buy)   (4) 02/07/2024 Common Stock 11,950 $ 9.255 D  
Employee Stock Option (right to buy)   (5) 05/15/2024 Common Stock 11,799 $ 12.81 D  
Employee Stock Option (right to buy)   (6) 08/11/2026 Common Stock 300,000 $ 10.85 D  
Employee Stock Option (right to buy)   (7) 06/10/2027 Common Stock 56,736 $ 18.91 D  
Employee Stock Option (right to buy)   (8) 06/10/2027 Common Stock 123,000 $ 18.91 D  
Employee Stock Option (right to buy)   (8) 08/16/2027 Common Stock 12,500 $ 16.62 D  
Employee Stock Option (right to buy)   (9) 05/12/2028 Common Stock 116,054 $ 9.59 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McClung Robert
C/O TRUECAR, INC.
120 BROADWAY, SUITE 200
SANTA MONICA, CA 90401
      EVP & Chief Technology Officer  

Signatures

/s/ Scott Watkinson, by Power of Attorney 05/24/2018
**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) Includes 162,194 shares represented by restricted stock units.
(2) An option to purchase 100,000 shares was granted on February 7, 2014 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. Shares subject to the option are fully vested and immediately exercisable.
(3) An option to purchase 11,950 shares was granted on February 7, 2014 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. Shares subject to the option are fully vested and immediately exercisable.
(4) Shares subject to the option are fully vested and immediately exercisable.
(5) Shares subject to the option vest in forty-eight (48) equal monthly installments beginning on March 1, 2015.
(6) Shares subject to the option vest in forty-eight (48) equal monthly installments beginning on August 11, 2016.
(7) Shares subject to the option vest in forty-eight (48) equal monthly installments beginning on July 15, 2017.
(8) The reported option is scheduled to vest as to 10% of the total number of shares subject to the option on June 15, 2018, as to 20% of such shares on June 15, 2019, as to 30% of such shares on June 15, 2020 and as to 40% of such shares on June 15, 2021.
(9) Shares subject to the option vest in forty-eight (48) equal monthly installments beginning on May 15, 2018.
 
Remarks:
EX. 24 - Power of Attorney

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