SEC Form 4 · accession 0001209191-15-013912
TRULIA, INC. · TRLA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Scott Darling
Officer — VP, General Counsel
Period of report
Feb 11, 2015
Accepted (ET)
Feb 13, 2015 · 8:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001349454
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 11, 2015 | A | 2,532 | $0.00 | A | 8,832 | D | |
| Common StockF2,F3,F4 | Feb 11, 2015 | A | 12,664 | $0.00 | A | 21,496 | D | |
| Common StockF4 | Feb 11, 2015 | M | 5,156 | $0.00 | A | 26,652 | D | |
| Common StockF5,F4 | Feb 11, 2015 | F | 2,992 | $44.77 | D | 23,660 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6 | $0.00 | Feb 11, 2015 | M | 468 | D | — | Feb 15, 2017 | Common Stock | 468 | 3,750 | D |
| Restricted Stock UnitsF7 | $0.00 | Feb 11, 2015 | M | 938 | D | — | — | Common Stock | 938 | 2,812 | D |
| Restricted Stock UnitsF8,F9 | $0.00 | Feb 11, 2015 | M | 3,750 | D | — | — | Common Stock | 3,750 | 18,750 | D |
| Non-Qualified Stock Option (Right to Buy)F10 | $44.77 | Feb 11, 2015 | A | 6,321 | A | — | Feb 10, 2025 | Common Stock | 6,321 | 6,321 | D |
Explanation of responses
- F1This transaction represents a grant of Restricted Stock Units (RSUs), which was made on February 11, 2015 and is fully vested upon grant.
- F10Shares 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.
- F2This 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.
- F3Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of common stock, at no cost.
- F4Certain 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.
- F5Shares withheld by the Issuer to satisfy minimum statutory withholding requirements on vesting of restricted stock units.
- F6The 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.
- F750% 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.
- F8100% of the performance-based RSU became eligible to vest on December 15, 2014.
- F9Unless 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.