SEC Form 4 · accession 0001209191-15-014758

TRULIA, INC. · TRLA

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

Reporting owner

Paul M. Levine

Officer — Chief Operating Officer

Period of report

Feb 17, 2015

Accepted (ET)

Feb 17, 2015 · 6:41 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	126,674	—	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	$4.29	Feb 17, 2015	D	104,631	D	—	May 10, 2021	Common Stock	104,631	D
Stock Option (Right to Buy)^F4	$26.93	Feb 17, 2015	D	15,000	D	—	Mar 4, 2023	Common Stock	15,000	D
Restricted Stock Units^F5	$0.00	Feb 17, 2015	D	7,500	D	—	Feb 15, 2017	Common Stock	7,500	D
Restricted Stock Units^F6	$0.00	Feb 17, 2015	D	208,334	D	—	—	Common Stock	208,334	D
Stock Option (Right to Buy)^F7	$38.65	Feb 17, 2015	D	103,492	D	—	Jun 4, 2024	Common Stock	103,492	D
Stock Option (Right to Buy)^F8	$44.77	Feb 17, 2015	D	29,796	D	—	Feb 10, 2025	Common Stock	29,796	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 46,455 shares of Zillow Class A Common Stock with an exercise price of $9.67 per share. The option, as originally granted, vested as to 25% of the shares on February 14, 2012, and an additional 1/48th each month thereafter.
F4Pursuant to the Merger Agreement, the option was assumed by Zillow in the merger and replaced with an option to purchase 6,660 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 3,330 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 92,500 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.
F7Pursuant to the Merger Agreement, the option was assumed by Zillow in the merger and replaced with an option to purchase 45,950 shares of Zillow Class A Common Stock with an exercise price of $87.05 per share. The option, as originally granted, vests in forty-eight (48) equal monthly installments from June 1, 2014.
F8Pursuant to the Merger Agreement, the option was assumed by Zillow in the merger and replaced with an option to purchase 13,229 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.