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

(Last) (First) (Middle)
909 FANNIN STREET, TWO HOUSTON CENTER
SUITE 2907

(Street)
HOUSTON TX 77010

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2013
4. 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 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 2,876,651(1) I See Footnote(2)
Common Stock 03/20/2013 S 573,913 D $28.3369(3) 2,302,738 I See Footnote(2)
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
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 TX 77010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FSI No. 2 Corp

(Last) (First) (Middle)
909 FANNIN STREET, TWO HOUSTON CENTER

(Street)
HOUSTON TX 77010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SAROFIM FAYEZ

(Last) (First) (Middle)
909 FANNIN STREET, TWO HOUSTON CENTER

(Street)
HOUSTON TX 77010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
White Raye G

(Last) (First) (Middle)
909 FANNIN STREET, TWO HOUSTON CENTER

(Street)
HOUSTON TX 77010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This amount is amended and restated to correct an error in the amount previously reported in the original Form 4 filed on February 28, 2013. Additionally, the Form 4 filed on February 26, 2013 by the Reporting Persons should have reflected that the Reporting Persons beneficially owned 3,608,233 shares of Common Stock, instead of 3,608,143.
2. 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.
3. The Reporting Persons were Selling Stockholders under the Registration Statement on Form S-1 of the Issuer. This price represents the public offering price of $29.75 less the underwriters' discount.
Remarks:
/s/ Kim Nielsen, by power of attorney 03/21/2013
/s/ Kim Nielsen, by power of attorney 03/21/2013
/s/ Kim Nielsen, by power of attorney 03/21/2013
/s/ Kim Nielsen, by power of attorney 03/21/2013
** 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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