SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Waldorf Gregory

(Last)

(First)

(Middle)

C/O TRULIA, INC.

116 NEW MONTGOMERY STREET, SUITE 300

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2012

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	761	D
Common Stock	1,523	I	See footnote⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	21,413	⁽¹⁾	D
Series C Preferred Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	10,153	⁽²⁾	D
Series A Preferred Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	82,713	⁽³⁾	I	See footnote⁽⁴⁾
Series B Preferred Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	42,818	⁽¹⁾	I	See footnote⁽⁴⁾
Series C Preferred Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	20,304	⁽²⁾	I	See footnote⁽⁴⁾
Series A Preferred Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	41,357	⁽³⁾	I	See footnote⁽⁵⁾
Stock Option (right to buy)	⁽⁶⁾	02/12/2022	Common Stock	24,500	$6.81	D
Stock Option (right to buy)	⁽⁷⁾	07/18/2022	Common Stock	24,500	$16.53	D

Explanation of Responses:

1. The Series B Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

2. The Series C Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

3. The Series A Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

4. Shares held directly by the GLW 2004 Revocable Trust dated 11/15/2004 for which the Reporting Person serves as trustee.

5. Shares held directly by the Waldorf 2009 Trust dated June 15, 2009 for which the Reporting Person serves as trustee.

6. The option is fully vested and immediately exercisable.

7. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option shall vest in twelve (12) equal monthly installments beginning on August 1, 2012.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Kim Nielsen, by power of attorney	09/19/2012
	** 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 5 (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.
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