Michael Darrow - Mar 30, 2023 Form 4 Insider Report for TrueCar, Inc. (TRUE)

Role: President & CEO, Director
Signature: /s/ Scott Watkinson, by Power of Attorney
Stock symbol: TRUE
Transactions as of: Mar 30, 2023
Transactions value $: -$262,489
Form type: 4
Date filed: 3/31/2023, 07:18 PM
Previous filing: Mar 16, 2023
Next filing: May 15, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TRUE	Common Stock	Award	$0	+228K	+19.32%	$0.00	1.41M	Mar 30, 2023	Direct	F1
transaction	TRUE	Common Stock	Tax liability	-$262K	-113K	-8.03%	$2.32	1.3M	Mar 30, 2023	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reported securities reflect the number of performance units ("PSUs") that vested upon the certification by the compensation and workforce committee of the Issuer's board of directors (the "Compensation Committee") of the achievement of certain performance criteria during the three-year performance period ended March 15, 2023. The PSUs were granted under the Issuer's 2014 Equity Incentive Plan. Based on the performance criteria set forth in the agreement governing the terms of the PSUs, the Compensation Committee determined that 70% of the target number of PSUs granted to the Reporting Person were eligible to vest, and the remaining 97,800 PSUs were forfeited.
F2	The reported securities were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of PSUs.

Content

The reported securities reflect the number of performance units ("PSUs") that vested upon the certification by the compensation and workforce committee of the Issuer's board of directors (the "Compensation Committee") of the achievement of certain performance criteria during the three-year performance period ended March 15, 2023. The PSUs were granted under the Issuer's 2014 Equity Incentive Plan. Based on the performance criteria set forth in the agreement governing the terms of the PSUs, the Compensation Committee determined that 70% of the target number of PSUs granted to the Reporting Person were eligible to vest, and the remaining 97,800 PSUs were forfeited.

The reported securities were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of PSUs.