Sec Form 4 Filing - Morris Ian H @ TRULIA, INC. - 2014-05-14

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 Morris Ian H 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) President, Market Leader (Last) (First) (Middle) C/O TRULIA, INC., 116 NEW MONTGOMERY, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2014 (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 05/14/2014( 1 ) M 10,937 A 25,149 D Common Stock 05/14/2014( 1 ) F 2,992 ( 3 ) D $ 31.16 22,157 D Common Stock 05/19/2014 S( 4 ) 5,864 D $ 32.54 16,293 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 Unit (RSU) ( 2 ) 05/14/2014( 1 ) M 10,937 ( 5 ) 08/16/2017 Common Stock 10,937 $ 0 142,188 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morris Ian H C/O TRULIA, INC. 116 NEW MONTGOMERY, SUITE 300 SAN FRANCISCO, CA94105 President, Market Leader Signatures /s/ Mariam Sattar, by power of attorney 05/19/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Due to an administrative error by the issuer, this form is being filed late with respect to the May 14, 2014 transactions. ( 2 )Each restricted stock unit represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of vested restricted stock units in shares of common stock. ( 3 )Upon the May 14, 2014 vesting of restricted stock units granted on August 29, 2013, the reporting person surrendered 2,992 shares to fund statutory payroll tax payments that are required at the date of vesting. This surrender of shares is reported on this Form 4 as a disposition of shares. There were no shares sold on the open market. ( 4 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. ( 5 )6.25% of the total number of Restricted Stock Units (the "RSUs") first vested on November 13, 2013. On each of the next fifteen (15) Issuer 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.

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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