Edgar Filing: CIRILLO MARY A

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â CIRILLO MARY A

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2005

3. Issuer Name and Ticker or Trading Symbol
DealerTrack Holdings, Inc. [TRAK]

(Last)

(First)

(Middle)

C/O DEALERTRACK HOLDINGS, INC.,Â 1111 MARCUS AVENUE, SUITE M04

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

LAKE SUCCESS,Â NYÂ 11042

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Common Stock	3,500 ⁽¹⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	Â ⁽²⁾	05/25/2015	Common Stock	10,000	$ 12.92	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	05/25/2015	Common Stock	10,000	$ 12.92	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁴⁾	05/25/2015	Common Stock	30,000	$ 12.92	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁵⁾	01/29/2013	Common Stock	6,250	$ 2.8	D	Â
Convertible Series C-2 Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	71,085	$ ⁽⁶⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CIRILLO MARY A C/O DEALERTRACK HOLDINGS, INC. 1111 MARCUS AVENUE, SUITE M04 LAKE SUCCESS,Â NYÂ 11042	Â X	Â	Â	Â

Signatures

/s/ Eric D. Jacobs as attorney-in-fact for Mary Cirillo-Goldberg		12/12/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	1/3rd of the shares of restricted common stock will vest yearly from May 26, 2005, such that 100% of the shares will be fully vested on May 26, 2008.
(2)	100% of the shares subject to the option are fully vested and exercisable.
(3)	100% of the shares subject to the option will vest on the first anniversary date of May 26, 2005.
(4)	1/3rd of the shares subject to the option will vest yearly from July 1, 2005, such that 100% of the shares subject to the option will be fully vested on July 1, 2008.
(5)	100% of the shares subject to the option are fully vested and exercisable.
(6)	The shares of Convertible Series C-2 Preferred Stock shall automatically convert into shares of common stock on a 1-to-1.0059 basis upon the closing of the Issuer's initial public offering.

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