-----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, DQ3+ifo9IEFrU5X/s6o3xjHpjwHuKbLdm2LRa7COoNvLDkKZ6rT+0nIrVdGb9T/a D8mAhB5RjzuRWCynDka4SQ== 0000935836-07-000007.txt : 20070123 0000935836-07-000007.hdr.sgml : 20070123 20070123165329 ACCESSION NUMBER: 0000935836-07-000007 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070123 DATE AS OF CHANGE: 20070123 GROUP MEMBERS: LAMOREAUX CAPITAL MANAGEMENT, LLC GROUP MEMBERS: PHILLIP A. LAMOREAUX GROUP MEMBERS: THOMAS H. WYMAN, JR. GROUP MEMBERS: WENDY M. SNOW 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: 07547228 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: LAMOREAUX CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001133643 IRS NUMBER: 943348083 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1505 BRIDGEWAY STREET 2: SUITE 125 CITY: SAUSALITO STATE: CA ZIP: 94565 BUSINESS PHONE: 4153318200 MAIL ADDRESS: STREET 1: 1505 BRIDGEWAY STREET 2: SUITE 125 CITY: SAUSALITO STATE: CA ZIP: 94565 FORMER COMPANY: FORMER CONFORMED NAME: LAMOREAUX & ASSOCIATES LLC DATE OF NAME CHANGE: 20010202 SC 13G/A 1 ziprealty13g.htm ZIPREALTY13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0145

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SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)

 

ZipRealty, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

98974V107

(CUSIP Number)

 

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

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

[ X ] Rule 13d-1(b)

[ X ] Rule 13d-1(c)

[ ] 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 in 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).

Potential persons who are to 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.

 

 

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Lamoreaux Partners

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ______

(b)      X     

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power 0

6. Shared Voting Power 979,955

7. Sole Dispositive Power 0

8. Shared Dispositive Power 979,955

9. Aggregate Amount Beneficially Owned by Each Reporting Person 979,955

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 4.5%

12. Type of Reporting Person (See Instructions)

PN

________

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Lamoreaux Capital Management, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)    X   

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power 0

6. Shared Voting Power 979,955

7. Sole Dispositive Power 0

8. Shared Dispositive Power 979,955

9. Aggregate Amount Beneficially Owned by Each Reporting Person 979,955

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 4.5%

12. Type of Reporting Person (See Instructions)

OO

IA

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Phillip A. Lamoreaux

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)    X   

(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 108,712

6. Shared Voting Power 979,955

7. Sole Dispositive Power 108,712

8. Shared Dispositive Power 979,955

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,088,667

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 5.0%

12. Type of Reporting Person (See Instructions)

IN

HC

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Wendy M. Snow

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)    X   

(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 900

6. Shared Voting Power 979,955

7. Sole Dispositive Power 900

8. Shared Dispositive Power 979,955

9. Aggregate Amount Beneficially Owned by Each Reporting Person 980,855

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 4.5%

12. Type of Reporting Person (See Instructions)

IN

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Thomas H. Wyman, Jr.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)    X   

(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 979,955

7. Sole Dispositive Power 0

8. Shared Dispositive Power 979,955

9. Aggregate Amount Beneficially Owned by Each Reporting Person 979,955

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 4.5%

12. Type of Reporting Person (See Instructions)

IN

Item 1.

(a) Name of Issuer

ZipRealty, Inc.

(b) Address of Issuer's Principal Executive Offices

2000 Powell Street, Suite 1555, Emeryville, CA 94608

Item 2.

(a) The names of the persons filing this statement are:

Lamoreaux Partners ("Partners")

Phillip A. Lamoreaux ("Lamoreaux")

Wendy M. Snow ("Snow")

Thomas H. Wyman, Jr. ("Wyman")

Lamoreaux Capital Management, LLC ("LLC")

(collectively, the "Filers").

(b) The principal business office of the Filers is located at:

1505 Bridgeway, Suite 125, Sausalito, CA 94965

(c) For citizenship of Filers, see Item 4 of the cover sheet for each Filer.

(d) This statement relates to shares of common stock of the Issuer (the "Stock").

(e) The CUSIP number of the Issuer is: 98974V107

Item 3. If this statement is filed pursuant to rule 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 (15 U.S.C. 78o).

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [ X ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E) (as to LLC).

(f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

(g) [ X ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (as to Lamoreaux).

(h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(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 (15 U.S.C. 80a-3).

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

 

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

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.

LLC is a registered investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. Lamoreaux is the Manager of LLC, and Snow and Wyman are portfolio managers of LLC. LLC is the general partner of Partners, which is an investment limited partnership. No single client of LLC holds more than five percent of the outstanding Stock.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

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

LLC is a registered investment adviser. Lamoreaux is the controlling member of LLC, and Snow and Wyman are portfolio managers of LLC. LLC, Lamoreaux, Snow and Wyman constitute a group as defined in Rule 13d-5(b)(1) and disclaim membership in a group with any other person or entity. Partners is filing jointly and disclaims membership in a group. The filing of this Schedule 13G on behalf of Partners should not be construed as an admission that it is, and Partners disclaims that it is, the beneficial owner of any of the Stock covered by this Schedule 13G.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification.

The following certification is made by LLC, Lamoreaux, Snow and Wyman:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

The following certification is made by Partners:

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.

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.

Dated: January 22, 2007

LAMOREAUX PARTNERS

By: Lamoreaux Capital Management, LLC

Title: General Partner

By: /s/ Phillip A. Lamoreaux

Title: Manager

LAMOREAUX CAPITAL MANAGEMENT, LLC

By: /s/ Phillip A. Lamoreaux

Title: Manager

 

 

/s/ Phillip A. Lamoreaux

Phillip A. Lamoreaux

 

/s/ Wendy M. Snow

Wendy M. Snow

 

/s/ Thomas H. Wyman, Jr.

Thomas H. Wyman, Jr.

  

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of securities of ZipRealty, Inc. and any other issuer, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.

Dated: January 22, 2007

 

/s/ Wendy M. Snow

Wendy M. Snow

 

/s/ Thomas H. Wyman, Jr.

Thomas H. Wyman, Jr.

 

/s/ Phillip A. Lamoreaux

Phillip A. Lamoreaux

 

LAMOREAUX PARTNERS

By: Lamoreaux Capital Management, LLC

Title: General Partner

By: /s/ Phillip A. Lamoreaux

Title: Manager

LAMOREAUX CAPITAL MANAGEMENT, LLC

By: /s/ Phillip A. Lamoreaux

Title: Manager

  

 

 

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