Sec Form 4 Filing - Flint Peter @ TRULIA, INC. - 2015-02-17

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 Flint Peter 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive 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 1,376,511 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) $ 4.29 02/17/2015 D 327,804 ( 2 ) 02/07/2021 Common Stock 327,804 ( 2 ) 0 D Stock Option (Right to Buy) $ 26.93 02/17/2015 D 225,000 ( 3 ) 03/05/2023 Common Stock 225,000 ( 3 ) 0 D Restricted Stock Units $ 0 02/17/2015 D 250,000 ( 4 ) ( 5 ) Common Stock 250,000 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flint Peter C/O TRULIA, INC. 535 MISSION STREET, SUITE 700 SAN FRANCISCO, CA94105 X Chief Executive Officer Signatures /s/ Mariam Sattar, Attorney in Fact for Peter Flint 02/17/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Pursuant to the Merger Agreement, the option was assumed by Zillow in the merger and replaced with an option to purchase 145,544 shares of Zillow Class A Common Stock with an exercise price of $9.67 per share. The option, as originally granted, vested in forty-eight (48) equal monthly installments from October 22, 2009. ( 3 )Pursuant to the Merger Agreement, the option was assumed by Zillow in the merger and replaced with an option to purchase 99,900 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, assuming continued employment through each applicable vesting date. ( 4 )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 111,000 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. ( 5 )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.

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