SEC FORM 3 SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
UNITED SERVICES AUTOMOBILE ASSOCIATION

(Last) (First) (Middle)
9800 FREDERICKSBURG ROAD

(Street)
SAN ANTONIO TX 78288

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2014
3. Issuer Name and Ticker or Trading Symbol
TrueCar, Inc. [ TRUE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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)
Common Stock 15,432,344 D(1)
Common Stock 1,633,347 I By USAA Property Holdings, Inc.(2)
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock (3) (4) Common Stock 1,458,979 (5) D(1)
1. Name and Address of Reporting Person*
UNITED SERVICES AUTOMOBILE ASSOCIATION

(Last) (First) (Middle)
9800 FREDERICKSBURG ROAD

(Street)
SAN ANTONIO TX 78288

(City) (State) (Zip)
1. Name and Address of Reporting Person*
USAA Property Holdings, Inc.

(Last) (First) (Middle)
9800 FREDERICKSBURG ROAD

(Street)
SAN ANTONIO TX

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Leiper Martha

(Last) (First) (Middle)
9800 FREDERICKSBURG ROAD

(Street)
SAN ANTONIO TX 78288

(City) (State) (Zip)
Explanation of Responses:
1. Martha Leiper, acting in her capacity as Senior Vice President and Chief Investment Officer of United Services Automobile Association ("USAA"), has voting and dispositive power over the shares directly held by USAA and USAA Property Holdings, Inc. ("UPHI").
2. UPHI is a wholly owned subsidiary of USAA and the members of UPHI's board of directors are officers of USAA. Martha Leiper, acting in her capacity as USAA's Senior Vice President and Chief Investment Officer, has voting and dispositive power over the shares directly held by USAA and UPHI.
3. The warrant is only exercisable if and to the extent it is vested. The shares of Common Stock underlying the warrant are subject to a vesting schedule based on the attainment of sales objectives.
4. The warrant expires as of the earliest of (a) 5:00 p.m., Pacific time, on May 1, 2022, (b) the first anniversary of the termination of the Auto Buying Program operated for USAA by the Issuer (the "CBS") and (c) the date on which the Issuer no longer operates the CBS.
5. The exercise price of the first 392,313 shares to vest under the warrant is $7.95 per share; the exercise price of the remaining 1,066,666 shares to vest under the warrant is $15.00 per share.
Remarks:
/s/ Martha Leiper, Senior Vice President and Chief Investment Officer, on behalf of United Services Automobile Association 05/15/2014
/s/ Shon J. Manasco, Executive Vice President, on behalf of USAA Property Holdings, Inc. 05/15/2014
/s/ Martha Leiper 05/15/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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