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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* USAA Property Holdings, Inc. (Last) (First) (Middle) 9800 FREDERICKSBURG ROAD (Street) SAN ANTONIO TX (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Leiper Martha (Last) (First) (Middle) 9800 FREDERICKSBURG ROAD (Street) SAN ANTONIO TX 78288 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.