Sec Form 4 Filing - Dietz Steven J @ TrueCar, Inc. - 2017-05-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person Dietz Steven J 2. Issuer Name and Ticker or Trading Symbol TrueCar, Inc. [ TRUE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TRUECAR, INC., 120 BROADWAY, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 05/02/2017 (Street) SANTA MONICA, CA90401 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11,211 ( 1 ) D Common Stock 23,867 I The Dietz Revocable Trust 2007 ( 2 ) Common Stock 9,500 I The Dietz Family Trust 2011 ( 3 ) Common Stock 10,970 I The Dietz Family Trust 2007 ( 4 ) Common Stock 1,300 I By daughter ( 5 ) Common Stock 900 I By elder son ( 5 ) Common Stock 1,000 I By younger son ( 5 ) Common Stock 05/02/2017 S 1,273,156 D $ 16.5 3,865,651 I By Upfront II, L.P. ( 6 ) Common Stock 1,501,260 I By Upfront GP II, L.P. ( 6 ) Common Stock 05/02/2017 S 13,000 D $ 16.5 546,248 I By Upfront II Investors, L.P. ( 6 ) Common Stock 05/02/2017 S 34,536 D $ 16.5 104,861 I By Upfront II Partners, L.P. ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dietz Steven J C/O TRUECAR, INC. 120 BROADWAY, SUITE 200 SANTA MONICA, CA90401 X Signatures /s/ Scott Watkinson, by power of attorney 05/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Excludes 6,753 shares previously reported as held directly by the Reporting Person which were re-registered to The Dietz Revocable Trust 2007, for which the Reporting Person serves as a trustee. ( 2 )Includes 6,753 shares previously reported as held directly by the Reporting Person which were re-registered to The Dietz Revocable Trust 2007. ( 3 )Shares held directly by The Dietz Family Trust 2011, for which the Reporting Person serves as trustee. ( 4 )Shares held directly by The Dietz Family Trust 2007, for which the Reporting Person serves as trustee. ( 5 )The Reporting Person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. ( 6 )The Reporting Person is a former manager of Upfront and may be deemed to share voting and dispositive power with respect to the shares held by Upfront II, L.P., Upfront GP II, L.P., Upfront II Investors, L.P. and Upfront II Partners, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

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 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).

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