s13g-truecare.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
TRUECAR INC.
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(Name of issuer)
Common Stock
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(Title of class of securities)
89785L107
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(CUSIP number)
December 31, 2014
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(Date of event that requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
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1The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
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CUSIP No. 89785L107
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSONS
United Services Automobile Association
I.R.S. Identification Nos. of above persons (entities only).
74-0959140
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__](b) [__]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
12,859,990 (See Item 4)
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6
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SHARED VOTING POWER
1,633,347 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
12,859,990 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
1,633,347 (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,493,337 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.1% (See Item 4)
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12
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TYPE OF REPORTING PERSON
IC
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CUSIP No. 89785L107
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Page 3 of 5 Pages
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SCHEDULE 13G
ITEM 1.
(a) Name of Issuer:
TrueCar, Inc.
(b) Address of Issuer's Principal Executive Offices:
TrueCar, Inc.
120 Broadway, Suite 200
Santa Monica, CA 90401
ITEM 2.
(a) Names of Person Filing:
United Services Automobile Association (USAA)
(b) Address of Principal Business Office, of if None, Residence:
9800 Fredericksburg Road
San Antonio, Texas 78288
(c) Citizenship:
Texas
(d) Title of Class of Securities:
Common Stock, $0.0001 par value (the Common Stock)
(e) CUSIP Number:
89785L107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [X] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[_]
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Investment company registered under Section 8 of the Investment Company Act of 1940
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(e) [_] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
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CUSIP No. 89785L107
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Page 4 of 5 Pages
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SCHEDULE 13G
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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Reporting Person
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Shares Held Directly
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Sole Voting Power
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Shared Voting Power
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Sole Dispositive Power
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Shared Dispositive Power
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Beneficial Ownership
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Percentage of Class (1)
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USAA
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12,859,990 (2)
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12,859,990 (2)
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1,633,347 (3)
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12,859,990 (2)
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1,633,347 (3)
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14,493,337 (4)
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18.1%
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(1)
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Based on 79,811,769 shares of Common Stock outstanding as of December 31, 2014, as reported by the Issuer to the Reporting Person, plus the number of shares of Common Stock issuable upon the exercise of vested warrants beneficially owned by USAA, which shares are treated as outstanding shares of Common Stock for the purposes of determining beneficial ownership in accordance with Rule 13d-3 promulgated under the Exchange Act.
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(2)
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Consists of 12,432,344 shares of Common Stock owned directly by USAA and 427,646 shares of Common Stock issuable upon the exercise of warrants (that were vested and exercisable within 60 days of December 31, 2014) owned directly by USAA.
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(3)
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Consists of 1,633,347 shares of Common Stock owned directly by USAA Property Holdings, Inc., a wholly owned subsidiary of USAA
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(4)
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Consists of 12,432,344 shares of Common Stock owned directly by USAA, 427,646 shares of Common Stock issuable upon the exercise of warrants (that were vested and exercisable within 60 days of December 31, 2014) owned directly by USAA and 1,633,347 shares of Common Stock owned directly by USAA Property Holdings, Inc., a wholly owned subsidiary of USAA.
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
Not Applicable
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not Applicable
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
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Not Applicable
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CUSIP No. 89785L107
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Page 5 of 5 Pages
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SCHEDULE 13G
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Dated: February 17th, 2015
UNITED SERVICES AUTOMOBILE ASSOCIATION
Name: Martha Leiper
Title: Senior Vice President and Chief Investment Officer