Sec Form 4 Filing - Furcolo Mark @ 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
Furcolo Mark
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)
EVP, Lender Solutions
(Last) (First) (Middle)
C/O DEALERTRACK HOLDINGS, INC., 1111 MARCUS AVENUE
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 7,505 ( 1 ) A $ 0 17,530 ( 2 ) D
Common Stock 03/04/2013 S( 5 ) 200 D $ 28.88 17,330 ( 2 ) D
Common Stock 03/04/2013 S( 5 ) 208 D $ 28.8801 17,122 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 20,123 ( 3 ) 03/04/2013 Common Stock 20,123 $ 0 20,123 D
Performance Stock Unit $ 0 03/04/2013 A 7,313 ( 4 ) 02/28/2016 Common Stock 7,313 $ 0 7,313 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Furcolo Mark
C/O DEALERTRACK HOLDINGS, INC.
1111 MARCUS AVENUE
LAKE SUCCESS, NYUS 11042
EVP, Lender Solutions
Signatures
/s/ Gary Papilsky as attorney-in-fact for Mark Furcolo 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 13,619 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 )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.
( 5 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2012.

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).
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