Amendment: SEC Form SCHEDULE 13D/A filed by TrueCar Inc.
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Computer Software: Programming Data Processing
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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TrueCar, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
89785L107 (CUSIP Number) |
C. Coleman Edmunds 200 SW 1st Avenue, Fort Lauderdale, FL, 33301 (954) 769-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 89785L107 |
| 1 |
Name of reporting person
AutoNation, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,370,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The shares are held directly by Auto Holdings, LLC, a direct wholly owned subsidiary of AutoNation, Inc.
SCHEDULE 13D
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| CUSIP No. | 89785L107 |
| 1 |
Name of reporting person
Auto Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,370,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The shares are held directly by Auto Holdings, LLC, a direct wholly owned subsidiary of AutoNation, Inc.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
TrueCar, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
225 Santa Monica Blvd, 12th Floor, Santa Monica,
CALIFORNIA
, 90401. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on December 3, 2025 (the "Schedule 13D") by the Reporting Persons relating to shares of Common Stock of the Issuer. Except as set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On December 11, 2025, the Issuer, Parent, Merger Subsidiary and Auto Holdings, LLC entered into a voting and support agreement (the "Voting and Support Agreement") on terms substantially similar to those of that certain voting and support agreement by and among Parent, Merger Subsidiary, Caledonia US, LP, Caledonia (Private) Investments Pty Limited and the Issuer. Pursuant to the Voting and Support Agreement, Auto Holdings, LLC has agreed, subject to the terms and conditions thereof, to vote all shares of the Issuer's Common Stock held by Auto Holdings, LLC as of November 13, 2025, the record date for the Special Meeting (as defined below), in favor of the proposal to approve and adopt the Merger Agreement at the Issuer's special meeting of stockholders to be held on December 22, 2025 (the "Special Meeting").
The foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit hereto and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See responses to Rows 11 and 13 of the cover pages of this Amendment No. 1.
All ownership percentages reported herein are calculated based on 88,940,050 shares of the Issuer's Common Stock outstanding as of November 13, 2025, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on November 24, 2025. | |
| (b) | See responses to Rows 7 through 10 of the cover pages of this Amendment No. 1. | |
| (c) | Other than as described in this Amendment No. 1, the Reporting Persons and the Covered Persons have not effected any transactions in Common Stock of the Issuer since the filing of the Schedule 13D. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 1 is hereby incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended by adding the following exhibits:
2. Voting and Support Agreement, dated December 11, 2025, by and among the Issuer, Parent, Merger Subsidiary and Auto Holdings, LLC. | ||
| SIGNATURE | |
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.
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