Sec Form 4 Filing - ACCEL IX LP @ TRULIA, INC. - 2013-03-26

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 _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Owner (Last) (First) (Middle) C/O ACCEL PARTNERS, 428 UNIVERSITY AVE 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2013 (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 03/26/2013 S 178,101 D $ 28.3369 ( 1 ) 2,017,186 D Common Stock 03/26/2013 S 18,975 D $ 28.3369 ( 1 ) 214,909 I By Accel IX Strategic Partners L.P. ( 2 ) Common Stock 03/26/2013 S 16,603 D $ 28.3369 ( 1 ) 188,046 I By Accel Investors 2005 L.L.C. ( 3 )

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 Owner Accel Investors 2005 L.L.C. 428 UNIVERSITY AVE PALO ALTO, CA94301 Owner ACCEL IX STRATEGIC PARTNERS LP C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO, CA94301 Owner GOUW RANZETTA THERESIA C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO, CA94301 X Signatures /s/ Tracy L. Sedlock as attorney-in-fact for the Reporting Persons 03/26/2013 Signature of Reporting Person Date /s/ Tracy L. Sedlock as attorney-in-fact for the Reporting Persons 03/26/2013 Signature of Reporting Person Date /s/ Tracy L. Sedlock as attorney-in-fact for the Reporting Persons 03/26/2013 Signature of Reporting Person Date /s/ Tracy L. Sedlock as attorney-in-fact for the Reporting Person 03/26/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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, 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 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 )Theresia Gouw, 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.

Remarks: Following the sales being reported on this Form 4, certain of the Reporting Persons on this form (Accel IX L.P., Accel IX Strategic Partners L.P. and Accel Investors 2005 L.L.C.) are no longer subject to Section 16.

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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