Sec Form 4 Filing - Farnedi Daniele @ TRULIA, INC. - 2015-02-17

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)
02/17/2015
(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 02/17/2015 D 30,251 ( 1 ) D 0 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
Stock Option (Right to Buy) $ 0.15 02/17/2015 D 107,254 ( 3 ) 01/30/2017 Common Stock 107,254 ( 3 ) 0 D
Stock Option (Right to Buy) $ 4.29 02/17/2015 D 56,666 ( 4 ) 02/07/2021 Common Stock 56,666 ( 4 ) 0 D
Stock Option (Right to Buy) $ 16.53 02/17/2015 D 13,096 ( 5 ) 07/26/2022 Common Stock 13,096 ( 5 ) 0 D
Stock Option (Right to Buy) $ 26.93 02/17/2015 D 6,563 ( 6 ) 03/05/2023 Common Stock 6,563 ( 6 ) 0 D
Restricted Stock Units $ 0 02/17/2015 D 6,562 ( 7 ) 02/15/2017 Common Stock 6,562 ( 7 ) 0 D
Restricted Stock Units $ 0 02/17/2015 D 2,812 ( 8 ) ( 8 ) Common Stock 2,812 ( 8 ) 0 D
Restricted Stock Units $ 0 02/17/2015 D 18,750 ( 9 ) ( 9 ) Common Stock 18,750 ( 9 ) 0 D
Stock Option (Right to Buy) $ 29.97 02/17/2015 D 5,839 ( 10 ) 02/13/2024 Common Stock 5,839 ( 10 ) 0 D
Stock Option (Right to Buy) $ 44.77 02/17/2015 D 12,642 ( 11 ) 02/10/2025 Common Stock 12,642 ( 11 ) 0 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 02/17/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Disposed of pursuant to the Agreement and Plan of Merger by and among the Issuer, Zillow, Inc. and Zebra Holdco, Inc., dated as of July 28, 2014 (the "Merger Agreement"), pursuant to which each outstanding share of the Issuer's common stock was cancelled and converted into the right to receive 0.444 of a share of Zillow Group, Inc. (f/k/a Zebra Holdco, Inc.) ("Zillow") Class A Common Stock.
( 3 )Pursuant to the Merger Agreement, the option was assumed by Zillow in the merger and replaced with an option to purchase 47,620 shares of Zillow Class A Common Stock with an exercise price of $0.34 per share. The option, as originally granted, is fully vested and exercisable.
( 4 )Pursuant to the Merger Agreement, the option was assumed by Zillow in the merger and replaced with an option to purchase 25,159 shares of Zillow Class A Common Stock with an exercise price of $9.67 per share. The option, as originally granted, vests in forty-eight (48) equal monthly installments from February 18, 2011.
( 5 )Pursuant to the Merger Agreement, the option was assumed by Zillow in the merger and replaced with an option to purchase 5,814 shares of Zillow Class A Common Stock with an exercise price of $37.23 per share. The option, as originally granted, vests in forty-eight (48) equal monthly installments from September 1, 2012.
( 6 )Pursuant to the Merger Agreement, the option was assumed by Zillow in the merger and replaced with an option to purchase 2,913 shares of Zillow Class A Common Stock with an exercise price of $60.66 per share. The option, as originally granted, vests in forty-eight (48) equal monthly installments from February 1, 2013.
( 7 )Pursuant to the Merger Agreement, the restricted stock units grant was assumed by Zillow in the merger and replaced with a restricted stock units grant for 2,913 shares of Zillow Class A Common Stock at no cost. The restricted stock units grant, as originally granted, vested as to 12.5% on August 14, 2013, and an additional 1/16th vests quarterly thereafter.
( 8 )Pursuant to the Merger Agreement, the restricted stock units grant was assumed by Zillow in the merger and replaced with a restricted stock units grant for 1,248 shares of Zillow Class A Common Stock at no cost. The restricted stock units grant, as originally granted, vested as to 50% on N ovember 14, 2014, and an additional 1/16th vests quarterly thereafter.
( 9 )Pursuant to the Merger Agreement, the restricted stock units grant was assumed by Zillow in the merger and replaced with a restricted stock units grant for 8,325 shares of Zillow Class A Common Stock at no cost. The restricted stock units grant, as originally granted, vests as to 1/6th of the RSUs each quarter beginning on February 11, 2015.
( 10 )Pursuant to the Merger Agreement, the option was assumed by Zillow in the merger and replaced with an option to purchase 2,592 shares of Zillow Class A Common Stock with an exercise price of $67.50 per share. The option, as originally granted, is subject to an early exercise provision and is immediately exercisable, and vests in forty-eight (48) equal monthly installments from February 1, 2014.
( 11 )Pursuant to the Merger Agreement, the option was assumed by Zillow in the merger and replaced with an option to purchase 5,613 shares of Zillow Class A Common Stock with an exercise price of $100.84 per share. The option, as originally granted, vests in forty-eight (48) equal monthly installments from February 1, 2015.

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