01/23/2026 | Press release | Distributed by Public on 01/23/2026 18:06
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (3) | 01/21/2026 | D(1)(3) | 228,631 | (1)(3) | (1)(3) | Common Stock | 228,631 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $10.85 | 01/21/2026 | D(1)(4) | 200,000 | (5) | 08/11/2026 | Common Stock | 200,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $18.91 | 01/21/2026 | D(1)(4) | 56,736 | (6) | 06/10/2027 | Common Stock | 56,736 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $18.91 | 01/21/2026 | D(1)(4) | 90,000 | (7) | 06/10/2027 | Common Stock | 90,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $9.59 | 01/21/2026 | D(1)(4) | 78,337 | (8) | 05/12/2028 | Common Stock | 78,337 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $6.93 | 01/21/2026 | D(1)(4) | 54,432 | (9) | 03/15/2029 | Common Stock | 54,432 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $2.68 | 01/21/2026 | D(1)(4) | 127,273 | (10) | 03/16/2030 | Common Stock | 127,273 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $5.175 | 01/21/2026 | D(1)(4) | 46,592 | (11) | 03/12/2031 | Common Stock | 46,592 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Swart Jeff C/O TRUECAR, INC. 225 SANTA MONICA BLVD, 12TH FLOOR SANTA MONICA, CA 90401 |
EVP, Gen. Counsel & Secretary | |||
| /s/ Andrew Lackey, by Power of Attorney | 01/23/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | On January 21, 2026 (the "Effective Time"), pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 14, 2025, by and between TrueCar, Inc., a Delaware corporation (the "Company"), Fair Holdings, Inc., a Delaware corporation ("Parent"), and Rapid Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"), Merger Subsidiary merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the "Merger"). Defined terms not otherwise defined herein shall have the meaning set forth in the Merger Agreement. |
| (2) | Pursuant to the terms of the Merger Agreement, at the Effective Time (i) each outstanding share of Company Stock was canceled and converted into the right to receive $2.55 per share in cash (the "Merger Consideration"), and (ii) each outstanding Company RSU held by the reporting person was canceled in exchange for an amount in cash equal to the Merger Consideration per share of Company Stock underlying each Company RSU, less any applicable withholding taxes. |
| (3) | Pursuant to the terms of the Merger Agreement, at the Effective Time each outstanding Company PSU was canceled without consideration or, in the case of a Company PSU that qualified as a Change in Control Transaction Determined Unit (as determined in accordance with the Performance Unit Award Determination, Vesting and Issuance Criteria attached to the Performance Unit Award Agreement evidencing the award of such Company PSU and reflected herein), was canceled in exchange for an amount in cash equal to the Merger Consideration per share of Company Stock underlying each Company PSU, less any applicable withholding taxes. |
| (4) | At the Effective Time each outstanding Company Option held by the Reporting Person was canceled for no consideration pursuant to the terms of the Merger Agreement applicable to Company Options that are not In-the-Money Company Options (as defined in the Merger Agreement). |
| (5) | 4,166 shares subject to the option vested on August 11, 2016 and the remaining shares vested in forty-seven (47) equal monthly installments beginning on August 24, 2016. |
| (6) | The option vested in 48 monthly installments beginning on July 15, 2017. |
| (7) | The option vested as to 10% of the total number of shares subject to the option on June 15, 2018, as to 20% of such shares on June 15, 2019, as to 30% of such shares on June 15, 2020 and as to 40% of such shares on June 15, 2021. |
| (8) | The option vested in 48 monthly installments beginning on May 15, 2018. |
| (9) | The option vested in 48 monthly installments beginning on March 15, 2019. |
| (10) | The option vested in 48 monthly installments beginning on March 15, 2020. |
| (11) | The option vested in 48 equal monthly installments beginning on March 15, 2021. |