Sec Form 4 Filing - ACCEL IX LP @ TRULIA, INC. - 2013-02-22

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 ACCEL IX LP 2. Issuer Name and Ticker or Trading Symbol TRULIA, INC. [ TRLA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ACCEL PARTNERS, 428 UNIVERSITY AVE 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2013 (Street) PALO ALTO, CA94301 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 02/22/2013 J( 1 ) 1,045,841 D $ 0 3,137,523 D ( 2 ) Common Stock 02/22/2013 J( 1 ) 111,422 D $ 0 334,268 I By Accel IX Strategic Partners L.P. ( 3 ) Common Stock 02/22/2013 J( 1 ) 335,174 A $ 0 335,174 I By Accel IX Associates L.L.C. ( 4 ) Common Stock 02/25/2013 S( 5 ) 19,866 D $ 25.76 ( 6 ) 370,113 I By Accel Investors 2005 L.L.C. ( 7 ) Common Stock 02/25/2013 S( 5 ) 10,712 D $ 26.44 ( 8 ) 359,401 I By Accel Investors 2005 L.L.C. ( 7 ) Common Stock 02/25/2013 S( 5 ) 68,434 D $ 25.76 ( 6 ) 266,740 I By Accel IX Associates L.L.C. ( 4 ) Common Stock 02/25/2013 S( 5 ) 36,688 D $ 26.44 ( 8 ) 230,052 I By Accel IX Associates L.L.C. ( 4 ) Common Stock 02/26/2013 S( 5 ) 26,112 D $ 25.05 ( 9 ) 203,940 I By Accel IX Associates L.L.C. ( 4 ) Common Stock 02/26/2013 S( 5 ) 8,593 D $ 25.91 ( 10 ) 195,347 I By Accel IX Associates L.L.C. ( 4 ) Common Stock 02/26/2013 S( 5 ) 7,588 D $ 25.05 ( 9 ) 351,813 I By Accel Investors 2005 L.L.C. ( 7 ) Common Stock 02/26/2013 S( 5 ) 2,507 D $ 25.91 ( 10 ) 349,306 I By Accel Investors 2005 L.L.C. ( 7 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ACCEL IX LP C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO, CA94301 X X ACCEL IX STRATEGIC PARTNERS LP C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO, CA94301 X Accel Investors 2005 L.L.C. C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO, CA94301 X Accel IX Associates L.L.C. C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO, CA94301 X GOUW RANZETTA THERESIA C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO, CA94301 X X Signatures /s/ Tracy L. Sedlock as attorney-in-fact for the Reporting Persons 02/26/2013 Signature of Reporting Person Date /s/ Tracy L. Sedlock as attorney-in-fact for the Reporting Persons 02/26/2013 Signature of Reporting Person Date /s/ Tracy L. Sedlock as attorney-in-fact for the Reporting Persons 02/26/2013 Signature of Reporting Person Date /s/ Tracy L. Sedlock as attorney-in-fact for the Reporting Persons 02/26/2013 Signature of Reporting Person Date /s/ Tracy L. Sedlock as attorney-in-fact for the Reporting Persons 02/26/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transactions reported on this form represent pro rata distributions, and not a purchase or sale, of securities by Accel IX L.P., and Accel IX Strategic Partners L.P. to their respective general and limited partners without consideration. Distribution transactions were executed pursuant to a plan established in compliance with the requirements of Rule 10b5-1. ( 2 )Accel IX Associates L.L.C. ("A9A"), the General Partner of Accel IX L.P. ("Accel IX"), has sole voting and investment power over the securities held by Accel IX. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, Theresia Gouw Ranzetta, a director of the Issuer, is a Managing Member of A9A and may be deemed to share voting and investment power over the shares held of record by Accel IX. Ms. Gouw Ranzetta disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. ( 3 )A9A, the General Partner of Accel IX Strategic Partners L.P. ("Accel SP"), has sole voting and investment power over the securities held by Accel SP. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, Theresia Gouw Ranzetta, a director of the Issuer, is a Managing Member of A9A and may be deemed to share voting and investment power over the shares held of record by Accel SP. Ms. Gouw Ranzetta disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. ( 4 )Theresia Gouw Ranzetta, a director of the Issuer, is a Managing Member of Accel IX Associates L.L.C. ("A9A"), and may be deemed to share voting and investment power over the securities held by A9A. Ms. Gouw Ranzetta disclaims beneficial ownership over such securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. ( 5 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. ( 6 )The reported price in Column 4 is a weighted average price. Theses shares were sold in multiple transactions at prices ranging from $25.0700 to $26.0600 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 7 )Theresia Gouw Ranzetta, a director of the Issuer, is a Managing Member of Accel Investors 2005 L.L.C. ("Accel 2005"), and may be deemed to share voting and investment power over the securities held by Accel 2005. Ms. Gouw disclaims beneficial ownership over such securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. ( 8 )The reported price in Column 4 is a weighted average price. Theses shares were sold in multiple transactions at prices ranging from $26.0700 to $26.6300 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 9 )The reported price in Column 4 is a weighted average price. Theses shares were sold in multiple transactions at prices ranging from $24.6000 to $25.5900 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 10 )The reported price in Column 4 is a weighted average price. Theses shares were sold in multiple transactions at prices ranging from $25.6100 to $26.0200 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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).

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