Sec Form 4 Filing - UNITED SERVICES AUTOMOBILE ASSOCIATION @ TrueCar, Inc. - 2014-11-17

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
UNITED SERVICES AUTOMOBILE ASSOCIATION
2. Issuer Name and Ticker or Trading Symbol
TrueCar, Inc. [ TRUE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
9800 FREDERICKSBURG ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/17/2014
(Street)
SAN ANTONIO, TX78288
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/17/2014 S 3,000,000 ( 1 ) D $ 17 12,432,344 D ( 2 )
Common Stock 1,633,347 I By: USAA Property Holdings, Inc. ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
UNITED SERVICES AUTOMOBILE ASSOCIATION
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TX78288
X
USAA Property Holdings, Inc.
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TX78288
X
Leiper Martha
9800 FREDERICKSBURG ROAD
SAN ANTONIO, TX78288
X
Signatures
/s/ Martha Leiper, Senior Vice President and Chief Investment Officer, on behalf of United Services Automobile Association 11/18/2014
Signature of Reporting Person Date
/s/ Laura Bishop, President, on behalf of USAA Property Holdings, Inc. 11/18/2014
Signature of Reporting Person Date
/s/ Martha Leiper 11/18/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects sales of shares in the follow-on offering of common stock of TrueCar, Inc. that closed on November 17, 2014.
( 2 )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"). Ms. Leiper disclaims beneficial ownership of the shares except to the extent of her pecuniary interest therein. The filing of this report is not an admission that any Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
( 3 )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. Ms. Leiper disclaims beneficial ownership of the shares except to the extent of her pecuniary interest therein. The filing of this report is not an admission that any Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

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 4(b)(v).
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