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*
Aggarwal Prashant
(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 Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2015
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 02/17/2015 D 36,290(1) D (2) 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
Stock Option (Right to Buy) $5.55 02/17/2015 D 146,772 (3) 11/08/2021 Common Stock 146,772 (3) 0 D
Stock Option (Right to Buy) $26.93 02/17/2015 D 33,750 (4) 03/04/2023 Common Stock 33,750 (4) 0 D
Restricted Stock Units $0.00 02/17/2015 D 16,874 (5) 02/15/2017 Common Stock 16,874 (5) 0 D
Restricted Stock Units $0.00 02/17/2015 D 208,334 (6) (6) Common Stock 208,334 (6) 0 D
Explanation of Responses:
1. 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.
2. Disposed of pursuant to the Agreement and Plan of Merger by and among the Issuer, Zillow, Inc. and Zebra Holdco, Inc., dated as of July 28, 2014 (the "Merger Agreement"), pursuant to which each outstanding share of the Issuer's common stock was cancelled and converted into the right to receive 0.444 of a share of Zillow Group, Inc. (f/k/a Zebra Holdco, Inc.) ("Zillow") Class A Common Stock.
3. Pursuant to the Merger Agreement, the option was assumed by Zillow in the merger and replaced with an option to purchase 65,166 shares of Zillow Class A Common Stock with an exercise price of $12.50 per share. The option, as originally granted, is subject to an early exercise provision and is immediately exercisable, and vests in forty-eight (48) equal monthly installments from December 9, 2011.
4. Pursuant to the Merger Agreement, the option was assumed by Zillow in the merger and replaced with an option to purchase 14,985 shares of Zillow Class A Common Stock with an exercise price of $60.66 per share. The option, as originally granted, vests in forty-eight (48) equal monthly installments from February 1, 2013.
5. Pursuant to the Merger Agreement, the restricted stock units grant was assumed by Zillow in the merger and replaced with a restricted stock units grant for 7,492 shares of Zillow Class A Common Stock at no cost. The restricted stock units grant, as originally granted, vested as to 12.5% on August 14, 2013, and an additional 1/16th vests quarterly thereafter.
6. Pursuant to the Merger Agreement, the restricted stock units grant was assumed by Zillow in the merger and replaced with a restricted stock units grant for 92,500 shares of Zillow Class A Common Stock at no cost. The restricted stock units grant, as originally granted, vests as to 1/6th of the RSUs each quarter beginning on February 11, 2015.
Remarks:
/s/ Mariam Sattar, Attorney in Fact for Prashant Aggarwal 02/17/2015
** 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).
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