SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DAVIDSON JACQUELINE L
(Last) (First) (Middle)
11332 NE 122ND WAY, SUITE 200
(Street)
KIRKLAND WA 98034
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Market Leader, Inc. [ LEDR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/20/2013 D(1) 428,837 D (1) 0 D
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Option (Right to Buy) $13.23 08/20/2013 D(2) 20,000 08/30/2006 08/30/2015 Common Stock 20,000 (2) 0 D
Option (Right to Buy) $2.01 08/20/2013 D(3) 43,750 12/23/2010 09/23/2020 Common Stock 43,750 (3) 0 D
Stock Appreciation Right $2.21 08/20/2013 D(4) 45,000 09/15/2012 09/15/2016 Common Stock 45,000 (4) 0 D
Stock Appreciation Right $4.66 08/20/2013 D(5) 30,000 06/14/2013 06/14/2017 Common Stock 30,000 (5) 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger by and among the issuer, Trulia, Inc. ("Trulia") and Mariner Acquisition Corp., dated as of May 7, 2013 (the "Merger Agreement"), pursuant to which each outstanding share of the issuer's common stock was cancelled and converted into the right to receive (i) $6.00 in cash, without interest, plus (ii) 0.1553 shares of Trulia common stock. Also includes restricted stock units for 22,969 shares which were assumed by Trulia in the merger and replaced with restricted stock units to acquire 6,653 shares of Trulia common stock. The restricted stock units, as originally granted, vest over 4 years at the rate of 25% on the first anniversary of the grant date and 6.25% per quarter thereafter.
2. Pursuant to the Merger Agreement, the option was assumed by Trulia in the merger and replaced with an option to purchase 5,793 shares of Trulia common stock with an exercise price of $45.68 per share. The option, as originally granted, vested over 4 years at the rate of 25% on the first anniversary of the grant date of August 30, 2005 and 6.25% per quarter thereafter.
3. Pursuant to the Merger Agreement, the option was assumed by Trulia in the merger and replaced with an option to purchase 12,674 shares of Trulia common stock with an exercise price of $6.94 per share. The option, as originally granted, vested over 4 years at the rate of 25% on the first anniversary of the grant date of September 23, 2010 and 6.25% per quarter thereafter.
4. Pursuant to the Merger Agreement, the stock appreciation right was assumed by Trulia in the merger and replaced with a stock appreciation rate with respect to 13,035 shares of Trulia common stock with an exercise price of $7.63 per share. The stock appreciation right, as originally granted, vests over 4 years at the rate of 25% on the first anniversary of the grant date of September 15, 2011 and 6.25% per quarter thereafter.
5. Pursuant to the Merger Agreement, the stock appreciation right was assumed by Trulia in the merger and replaced with a stock appreciation rate with respect to 8,690 shares of Trulia common stock with an exercise price of $16.09 per share. The stock appreciation right, as originally granted, vests over 4 years at the rate of 25% on the first anniversary of the grant date of June 14, 2012 and 6.25% per quarter thereafter.
/s/ Jacqueline Davidson, CFO 08/22/2013
** 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 4 (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).
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