Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Guthrie Michael
2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2014
3. Issuer Name and Ticker or Trading Symbol
TrueCar, Inc. [TRUE]
(Last)
(First)
(Middle)
C/O TRUECAR, INC., 120 BROADWAY, SUITE 200
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SANTA MONICA, CA 90401
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (1) 02/14/2022 Common Stock 300,000 $ 11.505 D  
Employee Stock Option (right to buy)   (2) 02/22/2023 Common Stock 66,666 $ 7.9199 D  
Employee Stock Option (right to buy)   (3) 02/22/2023 Common Stock 11,761 $ 7.9199 D  
Employee Stock Option (right to buy)   (4) 05/02/2023 Common Stock 33,333 $ 7.9199 D  
Employee Stock Option (right to buy)   (5) 06/26/2023 Common Stock 180,876 $ 7.9199 D  
Employee Stock Option (right to buy)   (6) 10/22/2023 Common Stock 116,666 $ 8.8799 D  
Employee Stock Option (right to buy)   (7) 02/07/2024 Common Stock 60,000 $ 9.2549 D  
Employee Stock Option (right to buy)   (8) 02/28/2024 Common Stock 105,000 $ 9.2549 D  
Employee Stock Option (right to buy)   (9) 05/02/2024 Common Stock 233,333 $ 12.8099 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Guthrie Michael
C/O TRUECAR, INC.
120 BROADWAY, SUITE 200
SANTA MONICA, CA 90401
      Chief Financial Officer  

Signatures

/s/ Troy Foster, by power of attorney 05/15/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The option is subject to an early exercise provision and is immediately exercisable. One sixteenth (1/16th) of the shares subject to option vested on April 3, 2012 and one forty-eighth (1/48th) of the shares vest monthly thereafter.
(2) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 22, 2013.
(3) Shares subject to the option are fully vested and immediately exercisable.
(4) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on June 2, 2013.
(5) The option is subject to an early exercise provision and is immediately exercisable. One-fourth (1/4th) of the shares subject to the option shall vest on June 26, 2014 and one forty-eighth (1/48th) of the shares vest monthly thereafter.
(6) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on February 1, 2014.
(7) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 7, 2014.
(8) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in forty-eight (48) equal monthly installments beginning on March 22, 2013.
(9) The option is subject to an early exercise provision and is immediately exercisable. One-fourth (1/4th) of the shares subject to the option shall vest on May 2, 2015 and one forty-eighth (1/48th) of the shares vest monthly thereafter.
 
Remarks:
Exhibit 24 - Power of Attorney

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