Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 89785L 107

1.

Name of Reporting Person.
Scott Painter

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
7,965,017

6.

Shared Voting Power
0

7.

Sole Dispositive Power
7,965,017

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,965,017(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
8.6% (2)

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer:
TrueCar, Inc.

(b)

Address of Issuers Principal Executive Offices:
120 Broadway, Suite 200

Santa Monica, CA  90401

Item 2.

(a)

Name of Person Filing:
Scott Painter

(b)

Address of Principal Business Office or, if none, Residence:
c/o Fair.com

9200 Sunset Boulevard, Suite 1201

Los Angeles, CA  90069

(c)

Citizenship:
United States

(d)

Title of Class of Securities:
Common Stock, $0.0001 par value per share

(e)

CUSIP Number:
89785L 107

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned   

(i) 992,398 shares of Common Stock held by the Reporting Person; (ii) 3,147 shares held of record by the Reporting Person as Custodian for Indy Painter under the California Uniform Transfers to Minors Act; (iii) 3,147 shares held of record by the Reporting Person as Custodian for Luke Painter under the California Uniform Transfers to Minors Act; (iv) 3,147 shares held of record by the Reporting Person as Custodian for Noah Painter under the California Uniform Transfers to Minors Act; (v) 3,147 shares held of record by the Reporting Person as Custodian for Zoe Painter under the California Uniform Transfers to Minors Act; and (vi) 6,960,031 shares of Common Stock that are issuable upon exercise of outstanding options within 60 days of December 31, 2016, of which 6,424,358 shares will be fully vested as of March 1, 2017.

(b)

Percent of class:   

8.6% (1)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

7,965,017

(ii)

Shared power to vote or to direct the vote    

0

(iii)

Sole power to dispose or to direct the disposition of   

7,965,017

(iv)

Shared power to dispose or to direct the disposition of   

0

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

February 6, 2017

Date

/s/ Scott Painter

Scott Painter