SEC Form 4 · accession 0001209191-15-014744
TRULIA, INC. · TRLA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter Flint
Officer — Chief Executive Officer · Director
Period of report
Feb 17, 2015
Accepted (ET)
Feb 17, 2015 · 6:29 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 17, 2015 | D | 1,376,511 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $4.29 | Feb 17, 2015 | D | 327,804 | D | — | Feb 7, 2021 | Common Stock | 327,804 | 0 | D |
| Stock Option (Right to Buy)F3 | $26.93 | Feb 17, 2015 | D | 225,000 | D | — | Mar 5, 2023 | Common Stock | 225,000 | 0 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Feb 17, 2015 | D | 250,000 | D | — | — | Common Stock | 250,000 | 0 | D |
Explanation of responses
- F1Disposed 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.
- F2Pursuant 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.
- F3Pursuant 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.
- F4Pursuant 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.
- F5Unless 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.