UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 2)*

 

TrueCar, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

89785L 107

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP NO. 89785L 107

13 G

 

 

 

1

Names of Reporting Persons.
Upfront II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
3,865,651

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
3,865,651

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,865,651

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
3.8%(1)

 

 

12

Type of Reporting Person*
PN

 

(1)  Based on 100,428,656 shares outstanding as of December 31, 2017, as reported to the Reporting Person by the Issuer.

 

2


 

CUSIP NO. 89785L 107

13 G

 

 

 

1

Names of Reporting Persons.
Upfront II Partners, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
104,861

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
104,861

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
104,861

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%(1)

 

 

12

Type of Reporting Person*
PN

 

(1)  Based on 100,428,656 shares outstanding as of December 31, 2017, as reported to the Reporting Person by the Issuer.

 

3


 

CUSIP NO. 89785L 107

13 G

 

 

 

1

Names of Reporting Persons.
Upfront GP II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,501,260

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,501,260

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,501,260

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
1.5%(1)

 

 

12

Type of Reporting Person*
PN

 

(1)  Based on 100,428,656 shares outstanding as of December 31, 2017, as reported to the Reporting Person by the Issuer.

 

4


 

CUSIP NO. 89785L 107

13 G

 

 

 

1

Names of Reporting Persons.
Upfront II Investors, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
546,248

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
546,248

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
546,248

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.5%(1)

 

 

12

Type of Reporting Person*
PN

 

(1)  Based on 100,428,656 shares outstanding as of December 31, 2017, as reported to the Reporting Person by the Issuer.

 

5


 

CUSIP NO. 89785L 107

13 G

 

 

 

1

Names of Reporting Persons.
GRP Management Services Corp.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
6,018,020

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
6,018,020

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,018,020

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
6.0%(1)

 

 

12

Type of Reporting Person*
PN

 

(1)  Based on 100,428,656 shares outstanding as of December 31, 2017, as reported to the Reporting Person by the Issuer.

 

6


 

CUSIP NO. 89785L 107

13 G

 

 

 

1

Names of Reporting Persons.
Upfront III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,559,900

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,559,900

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,559,900

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
1.6%(1)

 

 

12

Type of Reporting Person*
PN

 

(1)  Based on 100,428,656 shares outstanding as of December 31, 2017, as reported to the Reporting Person by the Issuer.

 

7


 

CUSIP NO. 89785L 107

13 G

 

 

 

1

Names of Reporting Persons.
Upfront GP III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
206,202

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
206,202

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
206,202

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.2%(1)

 

 

12

Type of Reporting Person*
PN

 

(1)  Based on 100,428,656 shares outstanding as of December 31, 2017, as reported to the Reporting Person by the Issuer.

 

8


 

CUSIP NO. 89785L 107

13 G

 

 

 

1

Names of Reporting Persons.
Upfront III Partners, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
25,572

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
25,572

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
25,572

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%(1)

 

 

12

Type of Reporting Person*
PN

 

(1)  Based on 100,428,656 shares outstanding as of December 31, 2017, as reported to the Reporting Person by the Issuer.

 

9


 

CUSIP NO. 89785L 107

13 G

 

 

 

1

Names of Reporting Persons.
Upfront III Investors, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
50,638

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
50,638

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
50,638

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%(1)

 

 

12

Type of Reporting Person*
PN

 

(1)  Based on 100,428,656 shares outstanding as of December 31, 2017, as reported to the Reporting Person by the Issuer.

 

10


 

CUSIP NO. 89785L 107

13 G

 

 

 

1

Names of Reporting Persons.
Upfront Ventures Management, Inc.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,842,312

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,842,312

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,842,312

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
1.8%(1)

 

 

12

Type of Reporting Person*
PN

 

(1)  Based on 100,428,656 shares outstanding as of December 31, 2017, as reported to the Reporting Person by the Issuer.

 

11


 

CUSIP NO. 89785L 107

13 G

 

 

 

1

Names of Reporting Persons.
Upfront Ventures Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,842,312

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,842,312

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,842,312

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
1.8%(1)

 

 

12

Type of Reporting Person*
OO

 

(1)  Based on 100,428,656 shares outstanding as of December 31, 2017, as reported to the Reporting Person by the Issuer.

 

12


 

CUSIP NO. 89785L 107

13 G

 

 

 

1

Names of Reporting Persons.
Steven Dietz

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
100,906

 

6

Shared Voting Power
6,018,020

 

7

Sole Dispositive Power
100,906

 

8

Shared Dispositive Power
6,018,020

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,118,926

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
6.1%(1)

 

 

12

Type of Reporting Person*
IN

 

(1)  Based on 100,428,656 shares outstanding as of December 31, 2017, as reported to the Reporting Person by the Issuer.

 

13


 

CUSIP NO. 89785L 107

13 G

 

 

 

1

Names of Reporting Persons.
Yves B. Sisteron

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
7,860,332

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
7,860,332

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,860,332

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.8%(1)

 

 

12

Type of Reporting Person*
IN

 

(1)  Based on 100,428,656 shares outstanding as of December 31, 2017, as reported to the Reporting Person by the Issuer.

 

14


 

CUSIP NO. 89785L 107

13 G

 

 

 

1

Names of Reporting Persons.
Mark Suster

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
1,842,312

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
1,842,312

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,842,312

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
1.8%(1)

 

 

12

Type of Reporting Person*
IN

 

(1)  Based on 100,428,656 shares outstanding as of December 31, 2017, as reported to the Reporting Person by the Issuer.

 

15


 

Introductory Note: This Statement on Schedule 13G (this “Statement”) is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of TrueCar, Inc. (the “Issuer”).

 

Item 1

 

(a)

Name of Issuer:
TrueCar, Inc.

 

 

Address of Issuer’s Principal Executive Offices:
120 Broadway, Suite 200

Santa Monica, CA  90401

 

Item 2

 

(a)

Name of Person(s) Filing:
Upfront II, L.P.

Upfront II Partners, L.P.

Upfront GP II, L.P.

Upfront II Investors, L.P.

GRP Management Services Corp.

Upfront III, L.P.

Upfront GP III, L.P.

Upfront III Partners, L.P.

Upfront III Investors, L.P.

Upfront Ventures Management, Inc.

Upfront Ventures Management, LLC

Steven Dietz

Yves B. Sisteron

Mark Suster

 

(b)

Address of Principal Business Office:
c/o Upfront Venture

1314 7th Street

Santa Monica, CA  90401

 

(b)

Citizenship:
Reference is made to the response to item 4 on each of pages 2-15 of this Schedule 13G (this “Schedule”), which responses are incorporated herein by reference

 

(d)

Title of Class of Securities:
Common Stock

 

(e)

CUSIP Number:
89785L 107

 

Item 3

 

 

Not applicable.

 

16


 

Item 4

Ownership.

Reference is hereby made to the responses to items 5-9 and 11 of pages 2 - 15 of this Schedule, which responses are incorporated by reference herein.

 

GRP Management Services Corp. is the sole general partner of Upfront II Investors, L.P. and of Upfront GP II, L.P. Upfront GP II, L.P. is the general partner of Upfront II, L.P. and Upfront II Partners, LP. Upfront Ventures Management, Inc. is the sole general partner of Upfront GP III, L.P., which is the general partner of Upfront III, L.P., Upfront III Partners, L.P. and Upfront III Investors, L.P. Yves Sisteron is the manager of GRP Management Services Corp., and Steven Dietz and Mr. Sisteron are members of the investment committee of Upfront GP II, L.P., and share voting and dispositive control of all shares held by Upfront GP II, L.P., Upfront II, L.P., Upfront II Investors, L.P., and Upfront II Partners, LP. The managers of Upfront Ventures Management, Inc. are Mark Suster and Yves Sisteron, and Messrs. Suster and Sisteron share voting and dispositive control over the shares directly held by Upfront GP III, L.P., Upfront III, L.P., Upfront III Partners, L.P. and Upfront III Investors, L.P.  Upfront Ventures Management, LLC is the sole shareholder of Upfront Ventures Management, Inc.

 

In addition, Mr. Dietz beneficially owns (i) 11,211 shares in his individual capacity, (ii) 23,867 shares held of record by The Dietz Family Trust for which Mr. Dietz serves as trustee, (iii) 900 shares held of record by Mr. Dietz’s elder son, (iv) 1,000 shares held of record by Mr. Dietz’s younger son, (v) 1,300 shares held of record by Mr. Dietz’s daughter and (vi) 62,628 shares exercisable within 60 days of December 31, 2017. Mr. Dietz has sole voting and dispositive control over the shares held by The Dietz Family Trust.

 

Item 5

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:      o

 

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.

 

Not applicable.

 

Item 8

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9

Notice of Dissolution of Group.

 

Not applicable.

 

17


 

Item 10

Certification.

Not applicable.

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 13, 2018

 

UPFRONT II, L.P.

 

 

 

By: Upfront GP II, L.P.

 

Its: General Partner

 

 

 

By: GRP Management Services Corp.

 

Its: General Partner

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

UPFRONT II PARTNERS, L.P.

 

 

 

By: Upfront GP II, L.P.

 

Its: General Partner

 

 

 

By: GRP Management Services Corp.

 

Its: General Partner

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

UPFRONT GP II, L.P.

 

 

 

By: GRP Management Services Corp.

 

Its: General Partner

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

UPFRONT II INVESTORS, L.P.

 

 

 

By: GRP Management Services Corp.

 

Its: General Partner

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

GRP MANAGEMENT SERVICES CORP.

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

18


 

UPFRONT III, L.P.

 

 

 

By: Upfront GP III, L.P.

 

Its: General Partner

 

 

 

By: Upfront Ventures Management, Inc.

 

Its: General Partner

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

UPFRONT GP III, L.P.

 

 

 

By: Upfront Ventures Management, Inc.

 

Its: General Partner

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

UPFRONT III PARTNERS, L.P.

 

 

 

By: Upfront GP III, L.P.

 

Its: General Partner

 

 

 

By: Upfront Ventures Management, Inc.

 

Its: General Partner

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

UPFRONT III INVESTORS, L.P.

 

 

 

By: Upfront GP III, L.P.

 

Its: General Partner

 

 

 

By: Upfront Ventures Management, Inc.

 

Its: General Partner

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

UPFRONT VENTURES MANAGEMENT, INC.

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

UPFRONT VENTURES MANAGEMENT, LLC

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

19


 

/s/ Steven Dietz

 

Steven Dietz

 

 

 

 

 

/s/ Yves B. Sisteron

 

Yves B. Sisteron

 

 

 

 

 

/s/ Mark Suster

 

Mark Suster

 

 

20