Angel Jill 4
Accession 0001327318-26-000012
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 7:01 PM ET
Size
8.8 KB
Accession
0001327318-26-000012
Research Summary
AI-generated summary of this filing
TrueCar (TRUE) COO Angel Jill Sells 335,137 Shares
What Happened
Angel Jill, Chief Operating Officer of TrueCar, had 335,137 company shares converted into cash at $2.55 per share (Disposition to issuer) on January 21, 2026, resulting in proceeds of $854,599. In the same transaction date, 225,095 derivative units (performance units/PSUs) held by the reporting person were canceled without consideration under the merger agreement.
Key Details
- Transaction date: January 21, 2026 (Effective Time of the merger). Filing date: January 23, 2026.
- Shares converted/sold: 335,137 common shares at $2.55 each = $854,599 (Disposition to issuer, code D).
- Derivative units canceled: 225,095 disposed at $0 (likely PSUs canceled without payout per the merger terms).
- Relevant merger provisions: F1–F3 — TrueCar merged into a subsidiary of Fair Holdings; outstanding shares were canceled for $2.55/share; RSUs were cashed out per the agreement, while PSUs may be canceled without consideration unless they met specific change-in-control criteria.
- Shares owned after transaction: not specified in the filing.
- Timeliness: Filing covers a Jan 21 transaction and was submitted Jan 23 — appears timely.
Context
This was a corporate-action disposition tied to a merger (cash-out of equity), not an open-market sale. Such transactions reflect the merger consideration being paid and/or cancellation of awards per the merger agreement, rather than an insider trading decision.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-21$2.55/sh−335,137$854,599→ 0 total - Disposition to Issuer
Performance Stock Units
[F3][F1]2026-01-21−225,095→ 0 total→ Common Stock (225,095 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.
Signature
Documents
Issuer
TrueCar, Inc.
CIK 0001327318
Related Parties
1- filerCIK 0002034043
Filing Metadata
- Form type
- 4
- Filed
- Jan 22, 7:00 PM ET
- Accepted
- Jan 23, 7:01 PM ET
- Size
- 8.8 KB