Sec Form 4 Filing - Farnedi Daniele @ TRULIA, INC. - 2015-02-11

Insider filing report for Changes in Beneficial Ownership
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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
Farnedi Daniele
2. Issuer Name and Ticker or Trading Symbol
TRULIA, INC. [ TRLA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
C/O TRULIA, INC., 535 MISSION STREET, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
02/11/2015
(Street)
SAN FRANCISCO, CA94105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 02/11/2015 A 3,473 ( 1 ) A $ 0 15,721 ( 2 ) D
Common Stock 02/11/2015 A 12,664 ( 3 ) A $ 0 ( 4 ) 28,385 ( 2 ) D
Common Stock 02/11/2015 M 5,508 A $ 0 33,893 ( 2 ) D
Common Stock 02/11/2015 F 3,642 ( 5 ) D $ 44.77 30,251 ( 2 ) D
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
Restricted Stock Units $ 0 02/11/2015 M 820 ( 6 ) 02/15/2017 Common Stock 820 $ 0 6,562 D
Restricted Stock Units $ 0 02/11/2015 M 938 ( 7 ) ( 7 ) Common Stock 938 $ 0 2,812 D
Restricted Stock Units $ 0 02/11/2015 M 3,750 ( 8 ) ( 9 ) Common Stock 3,750 $ 0 18,750 D
Non-Qualified Stock Option (Right to Buy) $ 44.77 02/11/2015 A 6,321 ( 10 ) 02/10/2025 Common Stock 6,321 $ 0 6,321 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Farnedi Daniele
C/O TRULIA, INC.
535 MISSION STREET, SUITE 700
SAN FRANCISCO, CA94105
Chief Technology Officer
Signatures
/s/ Mariam Sattar, Attorney in Fact for Daniele Farnedi 02/13/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction represents a grant of Restricted Stock Units (RSUs), which was made on February 11, 2015 and is fully vested upon grant.
( 2 )Certain of these securities are restricted stock units. Each unit represents the Reporting Person's right to receive one share of Common Stock, subject to the applicable vesting schedule.
( 3 )This transaction represents a grant of Restricted Stock Units (RSUs) which was made on February 11, 2015. 12.5% of the RSUs shall vest on August 12, 2015, and an additional 1/16th of the RSUs shall vest each quarter thereafter, subject to the Reporting Person's continuous service through each such date. The vesting is subject to acceleration in certain events.
( 4 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of common stock, at no cost.
( 5 )Shares withheld by the Issuer to satisfy minimum statutory withholding requirements on vesting of restricted stock units.
( 6 )The Restricted Stock Units (the "RSUs") shall vest as to 12.5% of the number RSUs granted on August 14, 2013, which is the first vesting date 6 months or more after February 1, 2013. On each of the next fourteen (14) company designated vesting dates, which occur approximately at the midpoint of each calendar quarter, 1/16th of the number of RSUs granted shall vest, assuming continued employment through each applicable vesting date.
( 7 )50% of the RSUs (rounded down) shall vest on the first Issuer quarterly vesting date that is after the one-year anniversary of the closing of the acquisition of Market Leader, Inc., and on each of the next four Issuer quarterly vesting dates, 1/8th of the number of RSUs granted (rounded down) shall vest.
( 8 )100% of the performance-based RSU became eligible to vest on December 15, 2014.
( 9 )Unless earlier forfeited under the terms of the RSU, each performance-based RSU vests as to 1/6th of the RSUs in six substantially equal quarterly tranches, beginning on February 11, 2015.
( 10 )Shares subject to option shall vest in forty-eight (48) equal monthly installments on each monthly anniversary of February 1, 2015, assuming continued employment through each applicable vesting date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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