-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BlPWL8yCEAj74twBS4UQiFEqktFJKbdaX98ES3nOWQSmNmfCXrdCpCuPgyW/lKZ4 qhm9qM40ZXLYVtmhBvpKyg== 0000894579-05-000035.txt : 20050210 0000894579-05-000035.hdr.sgml : 20050210 20050210160748 ACCESSION NUMBER: 0000894579-05-000035 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050210 DATE AS OF CHANGE: 20050210 GROUP MEMBERS: ALEXANDER JENKINS RHEA GROUP MEMBERS: MARC L. CELLIER GROUP MEMBERS: TAURUS PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZIPREALTY INC CENTRAL INDEX KEY: 0001142512 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 943319956 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80398 FILM NUMBER: 05593103 BUSINESS ADDRESS: STREET 1: 2000 POWELL STREET, SUITE 1555 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 510-735-2600 MAIL ADDRESS: STREET 1: 2000 POWELL STREET, SUITE 1555 CITY: EMERYVILLE STATE: CA ZIP: 94608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pyramid Technology Ventures I, L.P. CENTRAL INDEX KEY: 0001307524 IRS NUMBER: 980216288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ATTN: ALEXANDER JENKINS RHEA STREET 2: P.O. BOX 10723 CITY: ZEPHYR COVE STATE: NV ZIP: 89448 BUSINESS PHONE: 775-201-0098 MAIL ADDRESS: STREET 1: ATTN: ALEXANDER JENKINS RHEA STREET 2: P.O. BOX 10723 CITY: ZEPHYR COVE STATE: NV ZIP: 89448 SC 13G 1 zip30460413g.htm SCHEDULE 13G
 

UNITED STATES

 
 

SECURITIES AND EXCHANGE COMMISSION

 
 

Washington, D.C. 20549

 
     
     
     
 

SCHEDULE 13G

 
     

Under the Securities Exchange Act of 1934

 

(Amendment No. _____)*

 
     
     
 

ZipRealty, Inc.

 
 

(Name of Issuer)

 
     
     
 

Common Stock

 
 

(Title of Class of Securities)

 
     
     
 

98974V 10 7

 
 

(CUSIP Number)

 
     
     
 

December 31, 2004

 

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]

Rule 13d-1(b)

[   ]

Rule 13d-1(c)

[X]

Rule 13d-1(d)

_______________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 98974V 10 7

 

Page 2 of 10 Pages

     

1.

NAMES OF REPORTING PERSONS

IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Pyramid Technology Ventures I, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [  ]

   

(b) [  ]

3.

SEC USE ONLY

   

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

4,731,472

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

4,731,472

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,731,472

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

[   ]

 

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

22.0%

12.

TYPE OF REPORTING PERSON

PN

 

 

CUSIP No. 98974V 10 7

 

Page 3 of 10 Pages

     

1.

NAMES OF REPORTING PERSONS

IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Taurus Partners, LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [  ]

   

(b) [  ]

3.

SEC USE ONLY

   

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

4,731,472

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

4,731,472

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,731,472

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

[   ]

 

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

22.0%

12.

TYPE OF REPORTING PERSON

OO

 

CUSIP No. 98974V 10 7

 

Page 4 of 10 Pages

     

1.

NAMES OF REPORTING PERSONS

IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Marc L. Cellier

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [  ]

   

(b) [  ]

3.

SEC USE ONLY

   

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.

SOLE VOTING POWER

1,058

6.

SHARED VOTING POWER

4,731,472

7.

SOLE DISPOSITIVE POWER

1,058

8.

SHARED DISPOSITIVE POWER

4,731,472

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,732,530

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

[   ]

 

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

22.0%

12.

TYPE OF REPORTING PERSON

IN

 

CUSIP No. 98974V 10 7

 

Page 5 of 10 Pages

     

1.

NAMES OF REPORTING PERSONS

IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Alexander Jenkins Rhea

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [  ]

   

(b) [  ]

3.

SEC USE ONLY

   

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

4,731,472

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

4,731,472

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,731,472

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

[   ]

 

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

22.0%

12.

TYPE OF REPORTING PERSON

IN

 

   

Page 6 of 10 Pages

 

Item 1.

(a).

Name of Issuer:

 
   

ZipRealty, Inc.

 
 

(b).

Address of Issuer's Principal Executive Offices:

 
      2000 Powell Street, Suite 1555, Emeryville, California 94608
       
       

Item 2.

(a).

Name of Persons Filing:

 
   

This Schedule 13G is being filed jointly by (i) Pyramid Technology Ventures I, L.P., (ii) Taurus Partners, LLC, (iii) Marc L. Cellier and (iv) Alexander Jenkins Rhea (collectively, the "Reporting Persons").

     
 

(b)

Address of Principal Business Office or, if none, Residence
   

The address of each of the Reporting Persons is P.O. Box 10723, Zephyr Cove, NV 89448.

     
 

(c)

Citizenship:
   

Pyramid Technology Ventures I, L.P. is a Delaware limited partnership.  Taurus Partners, LLC is a Delaware limited liability company.  Mr. Cellier is a citizen of the Republic of France.  Mr. Rhea is a citizen of the United States. 

     
 

(d)

Title of Class of Securities:
   

Common Stock, $0.001 par value

     
  (e) CUSIP Number:
   

98974V 10 7

     
     
Item3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) [   ] Broker or dealer registered under Section 15 of the Act.
 

(b)

[   ]

Bank as defined in Section 3(a)(6) of the Act.
  (c) [   ] Insurance company as defined in Section 3(a)(19) of the Act.
  (d) [   ] Investment company registered under Section 8 of the Investment Company Act of 1940.
  (e) [   ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
  (f) [   ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
  (g) [   ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
  (h) [   ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act.
  (i) [   ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.

 

 

 

Page 7 of 12 Pages

 

  (j) [   ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

 

Item 4.

Ownership.

 

(a)

Amount Beneficially Owned:*

(b)

Percent of Class:*

(c)

Number of Shares as to which the person has:
     
  (i) sole power to vote or direct the vote  *
  (ii) shared power to vote or direct the vote  *
  (iii) sole power to dispose or direct the disposition of  *
  (iv) shared power to dispose or direct the disposition of  *
     
     

*See Attachment A

 

Item 5.

Ownership of Five Percent or Less of a Class.

   
    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [   ].
     

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

   

Not applicable.

     

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

   
Item 8. Identification and Classification of Members of the Group.
 

Not applicable.

   
Item 9. Notice of Dissolution of Group.
 

Not applicable.

   
Item 10. Certification.
 

Not applicable.

 

 

Page 8 of 12 Pages

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 10, 2005

   
   
 

/s/ Marc L. Cellier

 

Marc L. Cellier

   
 

/s/ Alexander Jenkins Rhea

 

Alexander Jenkins Rhea

   
   
 

Taurus Partners, LLC

     

 

  By:      /s/ Alexander Jenkins Rhea
      Name:  Alexander Jenkins Rhea
      Title:    Managing Member
       
    By:     /s/ Mark L. Cellier
      Name:  Mark L. Cellier
      Title:    Managing Member
   
 

Pyramid Technology Ventures I, L.P.

     

 

  By: Taurus Partners, LLC, its general
      partner
       
    By:      /s/ Alexander Jenkins Rhea
      Name:  Alexander Jenkins Rhea
      Title:    Managing Member
       
    By:     /s/ Mark L. Cellier
      Name:  Mark L. Cellier
      Title:    Managing Member
       

 

 

Page 9 of 10 Pages

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other persons signatory below of a statement on Schedule 13G or any amendments thereto, with respect to the Common Stock, and that this Agreement be included as an attachment to such filing.

This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 10th day of February, 2005.

 

February 10, 2005

   
   
 

/s/ Marc L. Cellier

 

Marc L. Cellier

   
 

/s/ Alexander Jenkins Rhea

 

Alexander Jenkins Rhea

   
   
 

Taurus Partners, LLC

     

 

  By:      /s/ Mark L. Cellier
      Name:  Mark L. Cellier
      Title:    Managing Member
   
 

Pyramid Technology Ventures I, L.P.

     

 

  By: Taurus Partners, LLC, its general
      partner
       
    By:      /s/ Mark L. Cellier
      Name:  Mark L. Cellier
      Title:    Managing Member
       

 

 

 

Page 10 of 10 Pages

ATTACHMENT A

 As of December 31, 2004, Pyramid Technology Ventures I, L.P. ("Pyramid") is the direct beneficial owner of (i) 3,116,705 shares of Common Stock and (ii) warrants to acquire 1,614,767 shares of Common Stock which are exercisable immediately (the "Pyramid Warrants"). Accordingly, Pyramid is the beneficial owner of 4,731,472 shares of Common Stock, which, based on calculations made in accordance with Rule 13-3(d) of the Exchange Act and there being 19,880,122 shares of Common Stock outstanding, represents approximately 22.0% of the outstanding Common Stock. As the general partner of Pyramid, Taurus Partners, LLC ("Taurus") may be deemed to be the beneficial owner of 4,731,472 shares of Common Stock owned by Pyramid, which, based on calculations made in accordance with Rule 13-3(d) of the Exchange Act and there being 19,880,122 shares of Common Stock outstanding, represents approximately 22.0% of the outstanding Common Stock. As the managing member of Taurus, Mr. Cellier may be deemed to be the beneficial owner of 4,731,472 shares of Common Stock owned by Pyramid. In addition, Mr. Cellier is the direct beneficial owner of 1,058 shares of Common Stock held by him individually. Accordingly, Mr. Cellier may be deemed to be the beneficial owner of 4,731,472 shares of Common Stock owned by Pyramid, which, based on calculations made in accordance with Rule 13-3(d) of the Exchange Act and there being 19,880,122 shares of Common Stock outstanding, represents (together with the 1,058 shares of Common Stock held by him individually) approximately 22.0% of the outstanding Common Stock. As the managing member of Taurus, Mr. Rhea may be deemed to be the beneficial owner of 4,731,472 shares of Common Stock owned by Pyramid, which, based on calculations made in accordance with Rule 13-3(d) of the Exchange Act and there being 19,880,122 shares of Common Stock outstanding, represents approximately 22.0% of the outstanding Common Stock.

Pyramid has shared power to vote or to direct the voting of and to dispose and to direct the disposition of (i) 3,116,705 shares of Common Stock and (ii) 1,614,767 shares of Common Stock issuable upon the exercise of the Pyramid Warrants. Taurus may be deemed to have shared power to vote or to direct the voting of and to dispose and to direct the disposition of the 4,731,472 shares of Common Stock owned by Pyramid. Mr. Cellier has sole power to vote or to direct the voting of and to dispose and to direct the disposition of 1,058 shares of Common Stock held by him individually, and he may be deemed to have shared power to vote or to direct the voting of and to dispose and to direct the disposition of the 4,731,472 shares of Common Stock owned by Pyramid. Mr. Rhea may be deemed to have shared power to vote or to direct the voting of and to dispose and to direct the disposition of the 4,731,472 shares of Common Stock owned by Pyramid. Each of Taurus and Messrs. Cellier and Rhea disclaim beneficial ownership of the 4,371,472 shares of Common Stock owned by Pyramid, except to the extent of any pecuniary interest therein.

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