-----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, ArDVEPrKSXwr3yjrOCdD/p7Sww1HjvdIv7+CkORWa79M+qKgY826rn8UpL/t8nXa tC6RXvrmPJwkElKjz4zWsA== 0000894579-06-000063.txt : 20060214 0000894579-06-000063.hdr.sgml : 20060214 20060214145354 ACCESSION NUMBER: 0000894579-06-000063 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: ALEXANDER JENKINS RHEA GROUP MEMBERS: PYRAMID TECHNOLOGY VENTURES I, L.P. GROUP MEMBERS: TAURUS PARTNERS, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cellier Marc L CENTRAL INDEX KEY: 0001295003 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 510-735-2600 MAIL ADDRESS: STREET 1: ATTN: GARY M BEASLEY STREET 2: 2000 POWELL ST., SUITE 1555 CITY: EMERYVILLE STATE: CA ZIP: 94608 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80398 FILM NUMBER: 06613330 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 SC 13G/A 1 ziprealty13ga.htm SCHEDULE 13G/A
 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 
     
     
     
 

SCHEDULE 13G/A

 
     

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 
     
     
 

ZipRealty, Inc.

 
 

(Name of Issuer)

 
     
     
 

Common Stock

 
 

(Title of Class of Securities)

 
     
     
 

98974V

 
 

(CUSIP Number)

 
     
     
 

December 31, 2005

 

(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

 

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)

23.4%

12.

TYPE OF REPORTING PERSON

PN

 

 

CUSIP No. 98974V

 

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)

23.4%

12.

TYPE OF REPORTING PERSON

OO

 

CUSIP No. 98974V

 

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

7,724

6.

SHARED VOTING POWER

4,731,472

7.

SOLE DISPOSITIVE POWER

7,724

8.

SHARED DISPOSITIVE POWER

4,731,472

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,739,196

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)

23.4%

12.

TYPE OF REPORTING PERSON

IN

 

CUSIP No. 98974V

 

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 of America

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)

23.4%

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/A 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 liability partnership.  Taurus Partners, LLC is a Delaware limited company.  Mr. Cellier is a citizen of the Republic of France.  Mr. Rhea is a citizen of the United States of America. 

     
 

(d)

Title of Class of Securities:
   

Common Stock, $0.001 par value

     
     (e) CUSIP Number:
   

98974V.

     
     
Item 3. 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 10 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.
 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

Page 8 of 10 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  14, 2006

   
   
 

/s/ Marc L. Cellier

 

Marc L. Cellier

   
 

/s/ Alexander Jenkins Rhea

 

Alexander Jenkins Rhea

   
 

Taurus Partners, LLC

     

 

  By:      /s/ Marc L. Cellier
      Marc L. Cellier, as Managing Member
       

 

  By:      /s/ Alexander Jenkins Rhea
      Alexander J. Rhea, as Managing Member
       
       
 

Pyramid Technology Ventures I, L.P.

     
    By: Taurus Partners, LLC, its general partner
       

 

  By:      /s/ Marc L. Cellier
      Marc L. Cellier, as Managing Member
       

 

  By:      /s/ Alexander Jenkins Rhea
      Alexander J. Rhea, as Managing Member

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature

NOTE:  Schedules filed in paper format shall include a signed original and fie copies of the schedule, including all exhibits.  See Section 240.13d-7 for other parties for whom copies are to be sent.

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal

 

violations (See 18 U.S.C. 1001)

 

 

 

Page 9 of 10 Pages

AGREEMENT OF JOINT FILING
OF STATEMENT ON SCHEDULE 13G

In accordance with rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to jointly file with the Securities and Exchange Commission (the "SEC") any and all statements 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 14th day of February, 2006.

 

/s/ Marc L. Celliler

 

Marc L. Cellier

   
 

/s/ Alexander Jenkins Rhea

 

Alexander Jenkins Rhea

   
   
 

Taurus Partners, LLC

     

 

  By:    /s/ Marc L. Cellier
      Marc L. Cellier, as Managing Member
       
    By: /s/ Alexander Jenkins Rhea
      Alexander J. Rhea, as Managing Member
   
 

Pyramid Technology Ventures I, L.P.

     

 

  By: Taurus Partners, LLC, its general partner
       
    By:     /s/ Marc L. Cellier
      Marc L. Cellier, as Managing Member
       
    By:    /s/ Alexander Jenkins Rhea
      Alexander J. Rhea, as Managing Member

 

 

 

Page 10 of 10 Pages

ATTACHMENT A

 As of December 31, 2005, Pyramid Technology Ventures I, L.P. ("Pyramid") is the direct beneficial owner of (i) 3,116,705 shares of ZipRealty, Inc.'s common stock (the "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 13d-3(d) of the Exchange Act of 1934, as amended (the "Exchange Act") and there being 20,232,000 shares of Common Stock outstanding, represents approximately 23.4% 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 13d-3(d) of the Exchange Act and there being 20,232,000 shares of Common Stock outstanding, represents approximately 23.4% of the outstanding Common Stock. As the managing member of Taurus, Marc L. Cellier ("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 7,724 shares of Common Stock held by him individually. Accordingly, Mr. Cellier may be deemed to be the beneficial owner of 4,739,196 shares of Common Stock owned by Pyramid, which, based on calculations made in accordance with Rule 13d-3(d) of the Exchange Act and there being 20,232,000 shares of Common Stock outstanding, represents (together with the 7,724 shares of Common Stock held by him individually) approximately 23.4% 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 13d-3(d) of the Exchange Act and there being 20,232,000 shares of Common Stock outstanding, represents approximately 23.4% 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 7,724 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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