Sec Form 4 Filing - Jacobs Eric Douglas @ Dealertrack Technologies, Inc - 2013-02-08

Insider filing report for Changes in Beneficial Ownership
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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
Jacobs Eric Douglas
2. Issuer Name and Ticker or Trading Symbol
Dealertrack Technologies, Inc [ TRAK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, CFO and CAO
(Last) (First) (Middle)
1111 MARCUS AVE., SUITE M04
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2013
(Street)
LAKE SUCCESS, NYUS 11042
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 03/04/2013 A 10,391 ( 1 ) A $ 0 33,178 ( 10 ) D
Common Stock 02/08/2013 M 12,527 ( 6 ) A $ 0 41,057 ( 2 ) D
Common Stock 02/08/2013 S( 7 ) 12,527 D $ 31.8316 ( 8 ) 28,530 ( 2 ) D
Common Stock 03/04/2013 S( 7 ) 4,460 D $ 28.8787 ( 9 ) 28,718 ( 10 ) D
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
Non-Qualified Stock Option (right to buy) $ 28.87 03/04/2013 A 27,862 ( 3 ) 03/04/2020 Common Stock 27,862 $ 0 27,862 D
Performance Stock Unit $ 0 03/04/2013 A 10,127 ( 4 ) ( 5 ) 02/28/2016 Common Stock 10,127 ( 4 ) $ 0 10,127 D
Performance Stock Unit $ 0 02/08/2013 M 15,960 02/08/2013 02/08/2013 Common Stock 15,960 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jacobs Eric Douglas
1111 MARCUS AVE.
SUITE M04
LAKE SUCCESS, NYUS 11042
SVP, CFO and CAO
Signatures
/s/ Gary Papilsky as attorney-in-fact for Eric Jacobs 03/06/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents a contingent right to receive one share of DealerTrack common stock. The restricted stock units vest in four equal annual installments beginning March 4, 2014.
( 2 )Includes 28,538 restricted stock units.
( 3 )25% of the shares subject to the option will vest on March 4, 2014, and 1/36th of the remaining shares subject to the option will vest each month thereafter, such that 100% of the shares subject to the option will be fully vested on March 4, 2017.
( 4 )This amount represents the target number of PSUs (100%) awarded and is subject to adjustment ranging from 0% (threshold) to 150% (maximum) based on the percentage achievement of the performance goals
( 5 )The Performance Stock Units will vest in full on February 28, 2016 subject to the achievement of certain performance goals. These performance goals are equally based on both the Company's Revenue for calendar year 2013 and the total shareholder return of the Company's common stock as compared to other companies in the NASDAQ U.S. Benchmark Software Index in the aggregate for calendar years 2013, 2014 and 2015.
( 6 )This amount represents the number of shares that the performance share units which vested on March 18, 2013 conversted into based on the acheivement of performance targets.
( 7 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2011.
( 8 )This transaction was executed in multiple trades at prices ranging from $31.65 to $31.98. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 9 )This transaction was executed in multiple trades at prices ranging from $28.64 to $29.04. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 10 )Includes 28,718 restricted stock units.

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