SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Morris Ian H

(Last)

(First)

(Middle)

C/O TRULIA, INC.

116 NEW MONTGOMERY, SUITE 300

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRULIA, INC. [ TRLA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Market Leader

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/04/2014		M		43,450⁽¹⁾	A	$45.68	48,715	D
Common Stock	08/04/2014		M		9,050⁽¹⁾	A	$6.94	57,765	D
Common Stock	08/04/2014		M		6,108⁽²⁾	A	$7.81	63,873	D
Common Stock	08/04/2014		M		6,108⁽²⁾	A	$16.09	69,981	D
Common Stock	08/04/2014		M		28,645⁽¹⁾	A	$41.67	98,626	D
Common Stock	08/04/2014		S		900	D	$61.1011⁽³⁾	97,726	D
Common Stock	08/04/2014		S		85,510	D	$60.5525⁽⁴⁾	12,216	D
Common Stock	08/04/2014		F		6,515⁽⁵⁾	D	$61	5,701	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$45.68	08/04/2014		M			43,450	08/20/2013⁽⁶⁾	08/30/2015	Common Stock	43,450	$0.00	0	D
Stock Option (right to buy)	$6.94	08/04/2014		M			9,050	12/23/2010⁽⁷⁾	09/23/2020	Common Stock	9,050	$0.00	2,266	D
Stock Appreciation Right	$7.81	08/04/2014		M			6,108	01/06/2012⁽⁸⁾	10/06/2016	Common Stock	6,108	$0.00	10,186	D
Stock Appreciation Right	$16.09	08/04/2014		M			6,108	09/14/2012⁽⁹⁾	06/14/2017	Common Stock	6,108	$0.00	10,186	D
Stock Option (right to buy)	$41.67	08/04/2014		M			28,645	09/20/2013⁽¹⁰⁾	08/29/2023	Common Stock	28,645	$0.00	96,355	D

Explanation of Responses:

1. Shares acquired on exercise of stock options.

2. Shares acquired on exercise of stock appreciation rights.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.0700 to $61.1200 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.0700 to $61.0600 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Shares withheld by company to cover exercise price and taxes on exercise of stock options; not an open market transaction.

6. The option to purchase 43,450 shares was assumed by Trulia, Inc. pursuant to the Agreement and Plan of Merger by and among, Trulia, Inc., Market Leader, Inc. and Mariner Acquisition Corp. (the "Merger Agreement"). Shares subject to the option were fully vested as of August 20, 2013, which was the date of the closing of the transactions contemplated by the Merger Agreement.

7. The Option vests over 4 years at the rate of 6.25% per quarter from the grant date of September 23, 2010. 50% of the unvested portion accelerated in vesting and became exercisable as of August 7, 2013.

8. The Stock Appreciation Right vests over 4 years at the rate of 6.25% per quarter from the grant date of October 6, 2011. 50% of the unvested portion accelerated in vesting and became exercisable as of August 7, 2013.

9. The Stock Appreciation Right vests over 4 years at the rate of 6.25% per quarter from the grant date of June 14, 2012. 50% of the unvested portion accelerated in vesting and became exercisable as of August 7, 2013.

10. Shares subject to option shall vest in forty-eight (48) equal monthly installments on each monthly anniversary of August 20, 2013, assuming continued employment through each applicable vesting date.

Remarks:

	/s/ Mariam Sattar, by power of attorney	08/05/2014
	** 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 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).
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.