SEC Form 4 · accession 0001209191-15-014477

TRULIA, INC. · TRLA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Scott Darling

Officer — VP, General Counsel

Period of report

Feb 17, 2015

Accepted (ET)

Feb 17, 2015 · 4:11 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 Stock^F1,F2	Feb 17, 2015	D	23,660	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F3	$5.55	Feb 17, 2015	D	32,208	D	—	Nov 8, 2021	Common Stock	32,208	D
Stock Option (Right to Buy)^F4	$26.93	Feb 17, 2015	D	7,500	D	—	Mar 5, 2023	Common Stock	7,500	D
Restricted Stock Units^F5	$0.00	Feb 17, 2015	D	3,750	D	—	Feb 15, 2017	Common Stock	3,750	D
Restricted Stock Units^F6	$0.00	Feb 17, 2015	D	2,812	D	—	—	Common Stock	2,812	D
Restricted Stock Units^F7,F8	$0.00	Feb 17, 2015	D	18,750	D	—	—	Common Stock	18,750	D
Stock Option (Right to Buy)^F9	$44.77	Feb 17, 2015	D	12,642	D	—	Feb 10, 2025	Common Stock	12,642	D

Explanation of responses

F1Certain 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.
F2Disposed 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.
F3Pursuant to the Merger Agreement, the option was assumed by Zillow in the merger and replaced with an option to purchase 14,299 shares of Zillow Class A Common Stock with an exercise price of $12.50 per share. The option, as originally granted, vests in forty-eight (48) equal monthly installments from November 30, 2011.
F4Pursuant to the Merger Agreement, the option was assumed by Zillow in the merger and replaced with an option to purchase 3,330 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.
F5Pursuant 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 1,665 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.
F6Pursuant 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 Cmmon Stock at no cost. The restricted stock units grant, as originally granted, vested as to 50% on November 12, 2014, and 1/8th vests quarterly thereafter.
F7Pursuant 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.
F8Unless 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.
F9Pursuant 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.