SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Teton Capital Partners LP (Last) (First) (Middle) 610 WEST 5TH STREET SUITE 600 (Street) AUSTIN TX 78701 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/27/2010	3. Issuer Name and Ticker or Trading Symbol ZIPREALTY INC [ ZIPR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Shares of Common Stock, $0.001 par value	2,154,686(1)	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Teton Capital Partners LP (Last) (First) (Middle) 610 WEST 5TH STREET SUITE 600 (Street) AUSTIN TX 78701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Ancient Art, L.P. (Last) (First) (Middle) 610 WEST 5TH STREET SUITE 600 (Street) AUSTIN TX 78701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Whitney, L.P. (Last) (First) (Middle) 610 WEST 5TH STREET SUITE 600 (Street) AUSTIN TX 78701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trango II, L.L.C. (Last) (First) (Middle) 610 WEST 5TH STREET SUITE 600 (Street) AUSTIN TX 78701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LEE QUINCY J (Last) (First) (Middle) 610 WEST 5TH STREET SUITE 600 (Street) AUSTIN TX 78701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The filing of this Form 3 shall not be construed as an admission that Ancient Art, L.P. ("Ancient Art"), Whitney, L.P. ("Whitney"), Trango II, L.L.C. ("Trango") or Quincy J. Lee (collectively, the "Teton Management Group") is or was, for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any of the Shares of Common Stock, $0.001 par value (the "Common Stock"), of ZipRealty, Inc., a Delaware corporation (the "Issuer"), owned by Teton Capital Partners, L.P. ("Teton"). Pursuant to Rule 16a-1, the Teton Management Group disclaims such beneficial ownership.

2. Teton holds directly 2,154,686 shares of Common Stock of the Issuer. Ancient Art serves as the investment manager to Teton, Whitney serves as the general partner of Teton and Trango serves as the general partner of both Ancient Art and Whitney. Each of Ancient Art, Whitney and Trango may be deemed to have indirect beneficial ownership of the 2,154,686 shares of Common Stock of the Issuer held directly by Teton. Whitney receives a direct performance-based allocation from Teton, and Trango, as the general partner of Whitney, has an indirect interest in such allocation. Quincy J. Lee owns an interest in Whitney and Trango and receives a portion of the profits allocation related to Teton. Quincy J. Lee reports the shares held indirectly by Ancient Art because, as the manager of Trango, the general partner of Ancient Art, at the time of purchase, he controlled the disposition and voting of the securities.

	Teton Capital Partners, L.P., By: Whitney, L.P., its general partner, By: Trango II, L.L.C., its general partner, By: /s/ Quincy J. Lee, Manager	09/30/2010
	Ancient Art, L.P., By: Trango II, L.L.C., its general partner, By: /s/ Quincy J. Lee, Manager	09/30/2010
	Whitney, L.P., By: Trango II, L.L.C., its general partner, By: /s/ Quincy J. Lee, Manager	09/30/2010
	Trango II, L.L.C., By: /s/ Quincy J. Lee, Manager	09/30/2010
	/s/ Quincy J. Lee	09/30/2010
	** 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 5 (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 Number.