Sec Form 4 Filing - FAYEZ SAROFIM INVESTMENT PARTNERSHIP NO. 5, L.P. @ TRULIA, INC. - 2013-03-20

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) 03/20/2013 (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 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 (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 FAYEZ SAROFIM INVESTMENT PARTNERSHIP NO. 5, L.P. 909 FANNIN STREET, TWO HOUSTON CENTER SUITE 2907 HOUSTON, TX77010 X FSI No. 2 Corp 909 FANNIN STREET, TWO HOUSTON CENTER HOUSTON, TX77010 X SAROFIM FAYEZ 909 FANNIN STREET, TWO HOUSTON CENTER HOUSTON, TX77010 X White Raye G 909 FANNIN STREET, TWO HOUSTON CENTER HOUSTON, TX77010 X Signatures /s/ Kim Nielsen, by power of attorney 03/21/2013 Signature of Reporting Person Date /s/ Kim Nielsen, by power of attorney 03/21/2013 Signature of Reporting Person Date /s/ Kim Nielsen, by power of attorney 03/21/2013 Signature of Reporting Person Date /s/ Kim Nielsen, by power of attorney 03/21/2013 Signature of Reporting Person Date

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.

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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