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*
Farnedi Daniele
(Last) (First) (Middle)
C/O TRULIA, INC.
535 MISSION STREET, SUITE 700
(Street)
SAN FRANCISCO CA 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)
Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2015
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 02/11/2015 A 3,473(1) A $0.00 15,721(2) D
Common Stock 02/11/2015 A 12,664(3) A $0.00(4) 28,385(2) D
Common Stock 02/11/2015 M 5,508 A $0.00 33,893(2) D
Common Stock 02/11/2015 F 3,642(5) D $44.77 30,251(2) 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
Restricted Stock Units $0.00 02/11/2015 M 820 (6) 02/15/2017 Common Stock 820 $0.00 6,562 D
Restricted Stock Units $0.00 02/11/2015 M 938 (7) (7) Common Stock 938 $0.00 2,812 D
Restricted Stock Units $0.00 02/11/2015 M 3,750 (8) (9) Common Stock 3,750 $0.00 18,750 D
Non-Qualified Stock Option (Right to Buy) $44.77 02/11/2015 A 6,321 (10) 02/10/2025 Common Stock 6,321 $0.00 6,321 D
Explanation of Responses:
1. This transaction represents a grant of Restricted Stock Units (RSUs), which was made on February 11, 2015 and is fully vested upon grant.
2. Certain of these securities are restricted stock units. Each unit represents the Reporting Person's right to receive one share of Common Stock, subject to the applicable vesting schedule.
3. This transaction represents a grant of Restricted Stock Units (RSUs) which was made on February 11, 2015. 12.5% of the RSUs shall vest on August 12, 2015, and an additional 1/16th of the RSUs shall vest each quarter thereafter, subject to the Reporting Person's continuous service through each such date. The vesting is subject to acceleration in certain events.
4. Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of common stock, at no cost.
5. Shares withheld by the Issuer to satisfy minimum statutory withholding requirements on vesting of restricted stock units.
6. The Restricted Stock Units (the "RSUs") shall vest as to 12.5% of the number RSUs granted on August 14, 2013, which is the first vesting date 6 months or more after February 1, 2013. On each of the next fourteen (14) company designated vesting dates, which occur approximately at the midpoint of each calendar quarter, 1/16th of the number of RSUs granted shall vest, assuming continued employment through each applicable vesting date.
7. 50% of the RSUs (rounded down) shall vest on the first Issuer quarterly vesting date that is after the one-year anniversary of the closing of the acquisition of Market Leader, Inc., and on each of the next four Issuer quarterly vesting dates, 1/8th of the number of RSUs granted (rounded down) shall vest.
8. 100% of the performance-based RSU became eligible to vest on December 15, 2014.
9. Unless earlier forfeited under the terms of the RSU, each performance-based RSU vests as to 1/6th of the RSUs in six substantially equal quarterly tranches, beginning on February 11, 2015.
10. Shares subject to option shall vest in forty-eight (48) equal monthly installments on each monthly anniversary of February 1, 2015, assuming continued employment through each applicable vesting date.
Remarks:
/s/ Mariam Sattar, Attorney in Fact for Daniele Farnedi 02/13/2015
** 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.