Sec Form 4 Filing - FAYEZ SAROFIM INVESTMENT PARTNERSHIP NO. 5, L.P. @ TRULIA, INC. - 2012-09-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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. 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) (Last) (First) (Middle) 909 FANNIN STREET, TWO HOUSTON CENTER, SUITE 2907 3. Date of Earliest Transaction (MM/DD/YY) 09/25/2012 (Street) HOUSTON, TX77010 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/25/2012 C 4,138,595 A 4,179,334 I See footnote ( 2 ) Common Stock 09/25/2012 S 343,800 D $ 15.81 3,835,534 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A Preferred Stock ( 1 ) 09/25/2012 C 2,175,353 ( 1 ) ( 1 ) Common Stock 2,175,353 $ 0 0 I See footnote ( 2 ) Series B Preferred Stock ( 1 ) 09/25/2012 C 1,182,928 ( 1 ) ( 1 ) Common Stock 1,182,928 $ 0 0 I See footnote ( 2 ) Series C Preferred Stock ( 1 ) 09/25/2012 C 543,188 ( 1 ) ( 1 ) Common Stock 543,188 $ 0 0 I See footnote ( 2 ) Series D Preferred Stock ( 1 ) 09/25/2012 C 237,126 ( 1 ) ( 1 ) Common Stock 237,126 $ 0 0 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FAYEZ SAROFIM INVESTMENT PARTNERSHIP NO. 5, L.P. 909 FANNIN STREET, TWO HOUSTON CENTER SUITE 2907 HOUSTON, TX77010 X FSI No. 2 Corp TWO HOUSTON CENTER SUITE 2907 HOUSTON, TX77010 X SAROFIM FAYEZ TWO HOUSTON CENTER SUITE 2907 HOUSTON, TX77010 X White Raye G TWO HOUSTON CENTER SUITE 2907 HOUSTON, TX77010 X Signatures /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. 09/25/2012 Signature of Reporting Person Date /s/ Kim Nielsen by power of attorney for Raye G. White, Executive Vice President, FSI No. 2 Corporation 09/25/2012 Signature of Reporting Person Date /s/ Kim Nielsen by power of attorney for Fayez Sarofim 09/25/2012 Signature of Reporting Person Date /s/ Kim Nielsen by power of attorney for Raye G. White 09/25/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted 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 had no expiration date. ( 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.

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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