FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DAVIDSON JACQUELINE L
2. Issuer Name and Ticker or Trading Symbol

Market Leader, Inc. [ LEDR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CFO
(Last)          (First)          (Middle)

11332 NE 122ND WAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

8/20/2013
(Street)

KIRKLAND, WA 98034
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   8/20/2013     D (1)    428837   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Option (Right to Buy)   $13.23   8/20/2013     D   (2)       20000    8/30/2006   8/30/2015   Common Stock   20000     (2) 0   D    
Option (Right to Buy)   $2.01   8/20/2013     D   (3)       43750    12/23/2010   9/23/2020   Common Stock   43750     (3) 0   D    
Stock Appreciation Right   $2.21   8/20/2013     D   (4)       45000    9/15/2012   9/15/2016   Common Stock   45000     (4) 0   D    
Stock Appreciation Right   $4.66   8/20/2013     D   (5)       30000    6/14/2013   6/14/2017   Common Stock   30000     (5) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the Agreement and Plan of Merger by and among the issuer, Trulia, Inc. ("Trulia") and Mariner Acquisition Corp., dated as of May 7, 2013 (the "Merger Agreement"), pursuant to which each outstanding share of the issuer's common stock was cancelled and converted into the right to receive (i) $6.00 in cash, without interest, plus (ii) 0.1553 shares of Trulia common stock. Also includes restricted stock units for 22,969 shares which were assumed by Trulia in the merger and replaced with restricted stock units to acquire 6,653 shares of Trulia common stock. The restricted stock units, as originally granted, vest over 4 years at the rate of 25% on the first anniversary of the grant date and 6.25% per quarter thereafter.
( 2)  Pursuant to the Merger Agreement, the option was assumed by Trulia in the merger and replaced with an option to purchase 5,793 shares of Trulia common stock with an exercise price of $45.68 per share. The option, as originally granted, vested over 4 years at the rate of 25% on the first anniversary of the grant date of August 30, 2005 and 6.25% per quarter thereafter.
( 3)  Pursuant to the Merger Agreement, the option was assumed by Trulia in the merger and replaced with an option to purchase 12,674 shares of Trulia common stock with an exercise price of $6.94 per share. The option, as originally granted, vested over 4 years at the rate of 25% on the first anniversary of the grant date of September 23, 2010 and 6.25% per quarter thereafter.
( 4)  Pursuant to the Merger Agreement, the stock appreciation right was assumed by Trulia in the merger and replaced with a stock appreciation rate with respect to 13,035 shares of Trulia common stock with an exercise price of $7.63 per share. The stock appreciation right, as originally granted, vests over 4 years at the rate of 25% on the first anniversary of the grant date of September 15, 2011 and 6.25% per quarter thereafter.
( 5)  Pursuant to the Merger Agreement, the stock appreciation right was assumed by Trulia in the merger and replaced with a stock appreciation rate with respect to 8,690 shares of Trulia common stock with an exercise price of $16.09 per share. The stock appreciation right, as originally granted, vests over 4 years at the rate of 25% on the first anniversary of the grant date of June 14, 2012 and 6.25% per quarter thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DAVIDSON JACQUELINE L
11332 NE 122ND WAY, SUITE 200
KIRKLAND, WA 98034


CFO

Signatures
/s/ Jacqueline Davidson, CFO 8/22/2013
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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