SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BEIRNE DAVID M (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ZIPREALTY INC [ ZIPR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/15/2004
	4. 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 Acquired, Disposed of, or Beneficially Owned
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
Common Stock	11/15/2004		C		604,952	A	(1)	2,110,213	I	See footnote (2).(2)
Common Stock	11/15/2004		C		600,737	A	(1)	2,095,509	I	See footnote (3).(3)
Common Stock	11/15/2004		C		4,215	A	(1)	14,704	D(3)
Common Stock	11/15/2004		C		601,581	A	(1)	2,098,450	I	See footnote (4).(4)
Common Stock	11/15/2004		C		547,600	A	(5)	2,657,813	I	See footnote (6).(6)
Common Stock	11/15/2004		C		543,784	A	(5)	2,639,293	I	See footnote (7).(7)
Common Stock	11/15/2004		C		3,816	A	(5)	18,520	D(7)
Common Stock	11/15/2004		C		544,548	A	(5)	2,642,998	I	See footnote (8).(8)
Common Stock	11/15/2004		C		635,282	A	(9)	3,293,095	I	See footnote (10).(10)
Common Stock	11/15/2004		C		630,448	A	(9)	3,269,741	I	See footnote (11).(11)
Common Stock	11/15/2004		C		4,834	A	(9)	23,354	D(11)
Common Stock	11/15/2004		C		631,414	A	(9)	3,274,412	I	See footnote (12).(12)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Series E Preferred Stock	(1)	11/15/2004		C			604,952	(1)	(1)	Common Stock	604,952	(1)	0	I	See footnote (13).(13)
Series E Preferred Stock	(1)	11/15/2004		C			600,737	(1)	(1)	Common Stock	600,737	(1)	0	I	See footnote (14).(14)
Series E Preferred Stock	(1)	11/15/2004		C			4,215	(1)	(1)	Common Stock	4,215	(1)	0	D(14)
Series E Preferred Stock	(1)	11/15/2004		C			601,581	(1)	(1)	Common Stock	601,581	(1)	0	I	See footnote (15).(15)
Series E-1 Preferred Stock	(5)	11/15/2004		C			547,600	(5)	(5)	Common Stock	547,600	(5)	0	I	See footnote (16).(16)
Series E-1 Preferred Stock	(5)	11/15/2004		C			543,784	(5)	(5)	Common Stock	543,784	(5)	0	I	See footnote (17).(17)
Series E-1 Preferred Stock	(5)	11/15/2004		C			3,816	(5)	(5)	Common Stock	3,816	(5)	0	D(17)
Series E-1 Preferred Stock	(5)	11/15/2004		C			544,548	(5)	(5)	Common Stock	544,548	(5)	0	I	See footnote (18).(18)
Series F Preferred Stock	(9)	11/15/2004		C			635,282	(9)	(9)	Common Stock	635,282	(9)	0	I	See footnote (19).(19)
Series F Preferred Stock	(9)	11/15/2004		C			630,448	(9)	(9)	Common Stock	630,448	(9)	0	I	See footnote (20).(20)
Series F Preferred Stock	(9)	11/15/2004		C			4,834	(9)	(9)	Common Stock	4,834	(9)	0	D(20)
Series F Preferred Stock	(9)	11/15/2004		C			631,414	(9)	(9)	Common Stock	631,414	(9)	0	I	See footnote (21).(21)

1. Name and Address of Reporting Person* BEIRNE DAVID M (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (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* GURLEY J WILLIAM (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (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* SPURLOCK STEVEN M (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (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. Each share of Series E Preferred Stock shall automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock.

2. David M. Beirne, a managing member of Benchmark Capital Management Co. IV, L.L.C. ("BCMC IV"), may be deemed to share voting and dispositive power over 600,737 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Beirne may be deemed to share voting and dispositive power over 4,215 shares of Common Stock held by his family trust.

3. J. William Gurley, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 600,737 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Gurley directly holds 4,215 shares of Common Stock. Mr. Gurley disclaims beneficial ownership of these shares except for the 4,215 shares he owns of record and to the extent of his pecuniary interest in the remaining shares.

4. Steven M. Spurlock, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 600,737 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Spurlock may be deemed to share voting and dispositive power over 844 shares of Common Stock held by his family trust.

5. Each share of Series E-1 Preferred Stock shall automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock.

6. David M. Beirne, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 543,784 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Beirne may be deemed to share voting and dispositive power over 3,816 shares of Common Stock held by his family trust.

7. J. William Gurley, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 543,784 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Gurley directly holds 3,816 shares of Common Stock. Mr. Gurley disclaims beneficial ownership of these shares except for the 3,816 shares he owns of record and to the extent of his pecuniary interest in the remaining shares.

8. Steven M. Spurlock, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 543,784 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Spurlock may be deemed to share voting and dispositive power over 764 shares of Common Stock held by his family trust.

9. Each share of Series F Preferred Stock shall automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock.

10. David M. Beirne, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 630,448 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Beirne may be deemed to share voting and dispositive power over 4,834 shares of Common Stock held by his family trust. Upon the conversion of each of the Series B, Series C, Series D, Series E, Series E-1 and Series F Preferred Stock, Mr. Beirne may be deemed to share voting and dispositive power over 3,269,741 shares of Common Stock that may be deemed beneficially held by BCMC IV and 23,354 shares of Common Stock held by his family trust.

11. J. William Gurley, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 630,448 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Gurley directly holds 4,834 shares of Common Stock. Mr. Gurley disclaims beneficial ownership of these shares except for the 4,834 shares he holds of record and to the extent of his pecuniary interest in the remaining shares. Upon the conversion of each of the Series B, Series C, Series D, Series E, Series E-1 and Series F Preferred Stock, Mr. Gurley may be deemed to share voting and dispositive power over 3,269,741 shares of Common Stock that may be deemed beneficially held by BCMC IV and directly holds 23,354 shares of Common Stock. Mr. Gurley disclaims beneficial ownership of these shares except for the 23,354 shares he owns of record and to the extent of his pecuniary interest in the remaining shares.

12. Steven M. Spurlock, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 630,448 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Spurlock may be deemed to share voting and dispositive power over 966 shares of Common Stock held by his family trust. Upon the conversion of each of the Series B, Series C, Series D, Series E, Series E-1 and Series F Preferred Stock, Mr. Spurlock may be deemed to share voting and dispositive power over 3,269,741 shares of Common Stock that may be deemed beneficially held by BCMC IV and 4,671 shares of Common Stock held by his family trust.

13. David M. Beirne, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 600,737 shares of Series E Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Beirne may be deemed to share voting and dispositive power over 4,215 shares of Series E Preferred Stock held by his family trust.

14. J. William Gurley, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 600,737 shares of Series E Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Gurley directly holds 4,215 shares of Series E Preferred Stock. Mr. Gurley disclaims beneficial ownership of these shares except for the 4,215 shares he owns of record and to the extent of his pecuniary interest in the remaining shares.

15. Steven M. Spurlock, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 600,737 shares of Series E Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Spurlock may be deemed to share voting and dispositive power over 844 shares of Series E Preferred Stock held by his family trust.

16. David M. Beirne, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 543,784 shares of Series E-1 Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Beirne may be deemed to share voting and dispositive power over 3,816 shares of Series E-1 Preferred Stock held by his family trust.

17. J. William Gurley, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 543,784 shares of Series E-1 Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Gurley directly holds 3,816 shares of Series E-1 Preferred Stock. Mr. Gurley disclaims beneficial ownership of these shares except for the 3,816 shares he owns of record and to the extent of his pecuniary interest in the remaining shares.

18. Steven M. Spurlock, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 543,784 shares of Series E-1 Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Spurlock may be deemed to share voting and dispositive power over 764 shares of Series E-1 Preferred Stock held by his family trust.

19. David M. Beirne, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 630,448 shares of Series F Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Beirne may be deemed to share voting and dispositive power over 4,834 shares of Series F Preferred Stock held by his family trust.

20. J. William Gurley, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 630,448 shares of Series F Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Gurley directly holds 4,834 shares of Series F Preferred Stock. Mr. Gurley disclaims beneficial ownership of these shares except for the 4,834 shares he holds of record and to the extent of this pecuniary interest in the remaining shares.

21. Steven M. Spurlock, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 630,448 shares of Series F Preferred Stock which may be deemed beneficially held by BCMC IV. In Addition, Mr. Spurlock may be deemed to share voting and dispositive power over 966 shares of Series F Preferred Stock held by his family trust.

Remarks:

Alexandre Balkanski, David Beirne, Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert Kagle, Andrew Rachleff and Steven M. Spurlock are the managing members of Benchmark Capital Management Co. IV, L.L.C., which serves as general partner to Benchmark Capital Partners IV, L.P., Benchmark Founders' Fund IV, Benchmark Founders' Fund IV-A, L.P., Benchmark Founders' Fund IV-B, L.P. and Benchmark Founders' Fund IV-X, L.P. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities being reported herein as being directly owned by such Reporting Person. *This report is one of twelve reports, each on a separate Form 4, but relating to the same transaction being filed by the Reporting Persons listed on Exhibit 99.1.

	/s/ Steven M. Spurlock, by power of attorney for David M. Beirne	11/16/2004
	/s/ Steven M. Spurlock, by power of attorney for J. William Gurley	11/16/2004
	/s/ Steven M. Spurlock	11/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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