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^*

FAYEZ SAROFIM INVESTMENT PARTNERSHIP NO. 5, L.P.

(Last)

(First)

(Middle)

909 FANNIN STREET, TWO HOUSTON CENTER

SUITE 2907

(Street)

HOUSTON

77010

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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	40,739	I	See footnote ⁽¹⁾

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 A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,175,353	⁽²⁾	I	See footnote ⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,182,928	⁽²⁾	I	See footnote ⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	543,188	⁽²⁾	I	See footnote ⁽¹⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	237,126	⁽²⁾	I	See footnote ⁽¹⁾

1. Name and Address of Reporting Person^*

FAYEZ SAROFIM INVESTMENT PARTNERSHIP NO. 5, L.P.

(Last)

(First)

(Middle)

909 FANNIN STREET, TWO HOUSTON CENTER

SUITE 2907

(Street)

HOUSTON

77010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FSI No. 2 Corp

(Last)

(First)

(Middle)

TWO HOUSTON CENTER

SUITE 2907

(Street)

HOUSTON

77010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SAROFIM FAYEZ

(Last)

(First)

(Middle)

TWO HOUSTON CENTER

SUITE 2907

(Street)

HOUSTON

77010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

White Raye G

(Last)

(First)

(Middle)

TWO HOUSTON CENTER

SUITE 2907

(Street)

HOUSTON

77010

(City)

(State)

(Zip)

Explanation of Responses:

1. FSI No. 2 Corporation ("FSI No. 2 Corporation"), the Managing General Partner of Fayez Sarofim Investment Partnership No. 5, L.P. ("FSIP#5 Partnership") has sole voting and investment power over the securities held by FSIP#5 Partnership. FSI No. 2 Corporation disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. Fayez Sarofim and Raye G. White serve as President and Executive Vice President, respectively, of FSI No. 2 Corporation and may be deemed to share voting and investment power with respect to the shares held by FSIP#5 Partnership.

2. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converts into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.

	/s/ Kim Nielsen by power of attorney for Raye G. White, Executive Vice President, FSI No. 2 Corporation, the Managing General Partner of Fayez Sarofim Investment Partnership No. 5, L.P.	09/19/2012
	/s/ Kim Nielsen by power of attorney for Raye G. White, Executive Vice President, FSI No. 2 Corporation	09/19/2012
	/s/ Kim Nielsen by power of attorney for Fayez Sarofim	09/19/2012
	/s/ Kim Nielsen by power of attorney for Raye G. White	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).
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