Sec Form 4 Filing - Capricorn Investment Group LLC @ TrueCar, Inc. - 2014-11-17

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Capricorn Investment Group LLC 2. Issuer Name and Ticker or Trading Symbol TrueCar, Inc. [ TRUE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 250 UNIVERSITY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/17/2014 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 11/17/2014 S 400 D $ 17 7,660 D Common Stock 11/17/2014 S 395,342 D $ 17 7,576,986 I By Pacific Sequoia Holdings LLC ( 1 ) ( 2 ) Common Stock 11/17/2014 S 42,173 D $ 17 808,276 I By The Skoll Foundation ( 1 ) ( 2 ) Common Stock 11/17/2014 S 35,973 D $ 17 689,444 I By The Skoll Fund ( 1 ) ( 2 ) Common Stock 11/17/2014 S 12,747 D $ 17 244,314 I By Capricorn S.A. SICAV - SIF Global Non-Marketable Strategies Sub-Fund ( 1 ) ( 2 ) Common Stock 11/17/2014 S 10,306 D $ 17 197,519 I By Capricorn AIP - Private Investment Fund I, L.P. ( 1 ) ( 2 ) Common Stock 11/17/2014 S 1,619 D $ 17 31,031 I By HIT Splitter, L.P. ( 1 ) ( 2 ) Common Stock 11/17/2014 S 1,440 D $ 17 27,599 I By Carthage, L.P. ( 1 ) ( 2 )

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 Capricorn Investment Group LLC 250 UNIVERSITY AVENUE PALO ALTO, CA94301 X Pacific Sequoia Holdings LLC 250 UNIVERSITY AVENUE PALO ALTO, CA94301 X Skoll Foundation 250 UNIVERSITY AVENUE PALO ALTO, CA94301 X Skoll Fund 250 UNIVERSITY AVENUE PALO ALTO, CA94301 X Capricorn SA SICAV - SIF Global Non Marketable Strategies Sub Fund 250 UNIVERSITY AVENUE PALO ALTO, CA94301 X Capricorn AIP-Private Investment Fund I, L.P. 250 UNIVERSITY AVENUE PALO ALTO, CA94301 X HIT SPLITTLER LP 250 UNIVERSITY AVENUE PALO ALTO, CA94301 X CARTHAGE LP 250 UNIVERSITY AVENUE PALO ALTO, CA94301 X Signatures /s/ Eric Techel, Partner and CFO of Capricorn Investment Group, LLC 11/17/2014 Signature of Reporting Person Date /s/ Eric Techel, Manager of Pacific Sequoia Holdings LLC 11/17/2014 Signature of Reporting Person Date s/ Eric Techel, Partner and CFO of Capricorn Investment Group, LLC, the Investment Manager of The Skoll Foundation 11/17/2014 Signature of Reporting Person Date /s/ Eric Techel, Partner and CFO of Capricorn Investment Group, LLC, the Investment Manager of The Skoll Fund 11/17/2014 Signature of Reporting Person Date /s/ Eric Techel, Partner and CFO of Capricorn Investment Group, LLC, the Investment Manager of Capricorn S.A. SICAV - SIF Global Non-Marketable Strategies Sub-Fund 11/17/2014 Signature of Reporting Person Date /s/ Eric Techel, Partner and CFO of Capricorn Investment Group, LLC, the Investment Manager of Capricorn AIP - Private Investment Fund I, L.P. 11/17/2014 Signature of Reporting Person Date /s/ Eric Techel, Partner and CFO of Capricorn Investment Group, LLC, the General Partner of HIT Splitter, L.P. 11/17/2014 Signature of Reporting Person Date /s/ Eric Techel, Partner and CFO of Capricorn Investment Group, LLC, the General Partner of Carthage L.P. 11/17/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Capricorn Investment Group LLC ("Capricorn Group") may be deemed to have shared voting and investment control with respect to the shares held by the Capricorn Group, The Skoll Foundation, The Skoll Fund, Capricorn S.A. SICAV - SIF Global Non-Marketable Strategies Sub-Fund, Capricorn AIP - Private Investment Fund I, L.P., HIT Splitter, L.P., Carthage, L.P. and Pacific Sequoia Holdings LLC (collectively, the "Capricorn Entities"). Capricorn Group serves as the investment manager for the Capricorn Entities and may be deemed to have shared voting and investment control over the shares held by the Capricorn Entities. ( 2 )Capricorn Group is the general partner of Capricorn AIP - Private Investment Fund I, L.P. ("Capricorn AIP"), HIT Splitter, L.P. ("HSLP") and Carthage, L.P. ("Carthage") and has sole voting and investment control over the shares held by Capricorn AIP, HSLP and Carthage. Capricorn Group disclaims beneficial ownership of these securities except to the extent of its pecuniary interest in the securities held by Capricorn Group, 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).

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