SEC Form SC 13G/A filed by TrueCar Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
TRUECAR INC.
(Name of issuer)
Common Stock
(Title of class of securities)
89785L107
(CUSIP number)
December 31, 2023
(Date of event that requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b) (amendment under 13d-2(b))
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
| 1 | The 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).
| CUSIP No. 89785L107 | SCHEDULE 13G | Page 2 of 5 Pages |
| 1 |
NAME OF REPORTING PERSONS
United Services Automobile Association
I.R.S. Identification Nos. of above persons (entities only).
74-0959140 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
7,962,245 (See Item 4) | ||||
| 6 | SHARED VOTING POWER
0 (See Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
7,962,245 (See Item 4) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 (See Item 4) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,962,245 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.8%1 | |||||
| 12 | TYPE OF REPORTING PERSON
HC | |||||
| (1) | Based on a total of 90,780,616 shares of the issuer’s common stock outstanding as of November 3, 2023, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on November 7, 2023. |
| CUSIP No. 89785L107 | SCHEDULE 13G | Page 3 of 5 Pages |
| ITEM 1. | ||||
| (a) | Name of Issuer: | |||
| TRUECAR INC. | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| TrueCar, Inc. | ||||
| 1401 Ocean Avenue, Suite 200 | ||||
| Santa Monica, CA 90401 | ||||
| ITEM 2. | ||||
| (a) | Names of Person Filing: | |||
| United Services Automobile Association | ||||
| (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 | ||||
| (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) | ☒ | Insurance company as defined in Section 3(a)(19) of the Act ( 15 U.S.C. 78c). | ||||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 ( 15 U.S.C. 80a-8). | ||||
| (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). | ||||
| (k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(K), please specify the type of institution : | ||||
| CUSIP No. 89785L107 | SCHEDULE 13G | Page 4 of 5 Pages |
| 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.
| Reporting Person |
Shares Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class (1) |
|||||||||||||||||||||
| USAA |
7,962,245 | 7,962,245 | 0 | 7,962,245 | 0 | 7,962,245 | 8.8 | % | ||||||||||||||||||||
| (1) | Based on a total of 90,780,616 shares of the issuer’s common stock outstanding as of November 3, 2023, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on November 7, 2023. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
Not Applicable
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
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
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not Applicable
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not Applicable
| CUSIP No. 89785L107 | SCHEDULE 13G | Page 5 of 5 Pages |
| 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 13, 2024
| UNITED SERVICES AUTOMOBILE ASSOCIATION | ||
| By: | /s/ David Yim | |
| Name: | David Yim | |
| Title: | Vice President and Chief Investment Officer | |