X0206 3 2014-05-15 0 0001327318 TrueCar, Inc. TRUE 0001021249 UNITED SERVICES AUTOMOBILE ASSOCIATION 9800 FREDERICKSBURG ROAD SAN ANTONIO TX 78288 0 0 1 0 0001607293 USAA Property Holdings, Inc. 9800 FREDERICKSBURG ROAD SAN ANTONIO TX 0 0 1 0 0001607473 Leiper Martha 9800 FREDERICKSBURG ROAD SAN ANTONIO TX 78288 0 0 1 0 Common Stock 15432344 D Common Stock 1633347 I By USAA Property Holdings, Inc. Warrant to Purchase Common Stock Common Stock 1458979 D 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"). 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. 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. 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. 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. /s/ Martha Leiper, Senior Vice President and Chief Investment Officer, on behalf of United Services Automobile Association 2014-05-15 /s/ Shon J. Manasco, Executive Vice President, on behalf of USAA Property Holdings, Inc. 2014-05-15 /s/ Martha Leiper 2014-05-15