SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Aggarwal Prashant (Last) (First) (Middle) C/O TRULIA, INC. 116 NEW MONTGOMERY STREET, SUITE 300 (Street) SAN FRANCISCO CA 94105 (City) (State) (Zip)	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 Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 05/29/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	(1)	05/29/2013		A		250,000(2)(3)		(4)	(5)	Common Stock	250,000	$0.00	250,000	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of common stock, at no cost.

2. The amount reported on this Form 4 reflects the maximum number of the 250,000 RSUs that the Reporting Person is eligible to earn, subject to and effective upon, the closing of the acquisition of Market Leader, Inc. by the Issuer and upon stockholder approval of the amendment and restatement of the Issuer's 2012 Equity Incentive Plan, if the Performance Milestone (as defined in Footnote (3) below) is achieved on the first day of trading on or after the first Issuer earnings release date to occur after the 12 month anniversary of the closing of the Issuer's acquisition of Market Leader, Inc. and prior to the 18 month anniversary of such earnings release (the "Achievement Window"), provided that if the Issuer's acquisition of Market Leader, Inc. does not close on or prior to October 31, 2013, the performance-based RSUs shall be void.

3. If the Performance Milestone is not achieved within the Achievement Window, then the Reporting Person shall vest as to 30,000 RSUs (the "Remainder RSUs") only. The Remainder RSUs shall vest as to 1/8th of the Remainder RSUs in eight substantially equal quarterly tranches, beginning on the first Issuer quarterly vesting date that occurs after the expiration of the Achievement Window.

4. 100% of the performance-based RSU shall become eligible to vest upon the date the fair market value of the Issuer's common stock is in excess of $48.40 for 20 trading days during a 30 consecutive trading day period (the "Performance Milestone") during the Achievement Window (the "Achievement Date").

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 the first Issuer quarterly vesting date that occurs after the Achievement Date; provided, however, that if the Performance Milestone is not achieved by the Achievement Date, then the Remainder RSUs vest as to 1/8th of the Remainder RSUs in eight substantially equal quarterly tranches, beginning on the first Issuer quarterly vesting date that occurs after the expiration of the Achievement Window.

Remarks:

	/s/ Mariam Sattar, by power of attorney	05/31/2013
	** Signature of Reporting Person	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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