| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ZIPREALTY INC [ ZIPR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/21/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Shares of Common Stock, $0.001 par value | 07/21/2011 | S | 800 | D | $3.08 | 2,139,586(1) | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The filing of this Form 4 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 2,139,586 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 2,139,586 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 | 07/25/2011 | |
| Ancient Art, L.P., By: Trango II, L.L.C., its general partner, By: /s/ Quincy J. Lee, Manager | 07/25/2011 | |
| Whitney, L.P., By: Trango II, L.L.C., its general partner, By: /s/ Quincy J. Lee, Manager | 07/25/2011 | |
| Trango II, L.L.C., By: /s/ Quincy J. Lee, Manager | 07/25/2011 | |
| /s/ Quincy J. Lee | 07/25/2011 | |
| ** 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 Number. | ||