0001144204-12-008809.txt : 20120214 0001144204-12-008809.hdr.sgml : 20120214 20120214162105 ACCESSION NUMBER: 0001144204-12-008809 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: ALEXANDRE BALKANSKI GROUP MEMBERS: BENCHMARK CAPITAL MANAGEMENT CO. IV, L.L.C. GROUP MEMBERS: BENCHMARK FOUNDERS' FUND IV, L.P. GROUP MEMBERS: BENCHMARK FOUNDERS' FUND IV-A, L.P. GROUP MEMBERS: BENCHMARK FOUNDERS' FUND IV-B, L.P. GROUP MEMBERS: BENCHMARK FOUNDERS' FUND IV-X, L.P. GROUP MEMBERS: BRUCE W. DUNLEVIE GROUP MEMBERS: J. WILLIAM GURLEY GROUP MEMBERS: KEVIN R. HARVEY GROUP MEMBERS: ROBERT C. KAGLE GROUP MEMBERS: STEVEN M. SPURLOCK FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BENCHMARK CAPITAL PARTNERS IV LP CENTRAL INDEX KEY: 0001167038 IRS NUMBER: 943339515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2490 SAND HILL RD STREET 2: STE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650 854 8180 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80398 FILM NUMBER: 12610205 BUSINESS ADDRESS: STREET 1: 2000 POWELL STREET, SUITE 300 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 510-735-2600 MAIL ADDRESS: STREET 1: 2000 POWELL STREET, SUITE 300 CITY: EMERYVILLE STATE: CA ZIP: 94608 SC 13G/A 1 v302523_sc13ga.htm SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. 6)*

ZipRealty, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

98974V107

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

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

oRule 13d-1(b)
oRule 13d-1(c)
xRule 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 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).

(Continued on following pages)

Page 1 of 17 Pages

Exhibit Index Contained on Page 16

 
 
CUSIP NO. 98974V107 13 G Page 2 of 17

 

1 NAME OF REPORTING PERSON               Benchmark Capital Partners IV, L.P. (“BCP IV”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
2,570,121 shares, except that Benchmark Capital Management Co. IV, L.L.C. (“BCMC IV”), the general partner of BCP IV, may be deemed to have sole power to vote these shares, and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”) and Steven M. Spurlock (“Spurlock”), the members of BCMC IV, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
2,570,121 shares, except that BCMC IV, the general partner of BCP IV, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

2,570,121

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

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.5%

12 TYPE OF REPORTING PERSON

 

PN

         
 
 

 

CUSIP NO. 98974V107 13 G Page 3 of 17

 

1 NAME OF REPORTING PERSON               Benchmark Founders’ Fund IV, L.P. (“BFF IV”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
736,923 shares, except that BCMC IV, the general partner of BFF IV, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
736,923 shares, except that BCMC IV, the general partner of BFF IV, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

736,923

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

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.6%

12 TYPE OF REPORTING PERSON

 

PN

         
 
 

 

CUSIP NO. 98974V107 13 G Page 4 of 17

 

1 NAME OF REPORTING PERSON               Benchmark Founders’ Fund IV-A, L.P. (“BFF IV-A”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
96,121 shares, except that BCMC IV, the general partner of BFF IV-A, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
96,121 shares, except that BCMC IV, the general partner of BFF IV-A may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

96,121

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

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.5%

12 TYPE OF REPORTING PERSON

 

PN

         
 
 

 

CUSIP NO. 98974V107 13 G Page 5 of 17

 

1 NAME OF REPORTING PERSON               Benchmark Founders’ Fund IV-B, L.P. (“BFF IV-B”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
28,615 shares, except that BCMC IV, the general partner of BFF IV-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
28,615 shares, except that BCMC IV, the general partner of BFF IV-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

28,615

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

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.1%

12 TYPE OF REPORTING PERSON

 

PN

         
 
 

 

CUSIP NO. 98974V107 13 G Page 6 of 17

 

1 NAME OF REPORTING PERSON               Benchmark Founders’ Fund IV-X, L.P. (“BFF IV-X”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
200,008 shares, except that BCMC IV, the general partner of BFF IV-X, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
200,008 shares, except that BCMC IV, the general partner of BFF IV-X, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

200,008

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

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.0%

12 TYPE OF REPORTING PERSON

 

PN

         
 
 

 

CUSIP NO. 98974V107 13 G Page 7 of 17

 

1 NAME OF REPORTING PERSON               Benchmark Capital Management Co. IV, L.L.C.
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
3,837,440 shares, of which 2,570,121 are directly owned by BCP IV, 736,923 are directly owned by BFF IV, 96,121 are directly owned by BFF IV-A, 28,615 shares are directly owned by BFF IV-B, 200,008 are directly owned by BFF IV-X and 205,652 are held in nominee form for the benefit of persons not affiliated with BCMC IV.  BCMC IV, the general partner of BCP IV, BFF IV, BFF IV-A, BFF IV-B and BFF IV-X, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
3,837,440 shares, of which 2,570,121 are directly owned by BCP IV, 736,923 are directly owned by BFF IV, 96,121 are directly owned by BFF IV-A, 28,615 shares are directly owned by BFF IV-B, 200,008 are directly owned by BFF IV-X and 205,652 are held in nominee form for the benefit of persons not affiliated with BCMC IV.  BCMC IV, the general partner of BCP IV, BFF IV, BFF IV-A, BFF IV-B and BFF IV-X, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Gurley, Harvey, Kagle and Spurlock, the members of BCMC IV, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

3,837,440

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

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.7%

12 TYPE OF REPORTING PERSON

 

OO

         

 

 
 

 

CUSIP NO. 98974V107 13 G Page 8 of 17

 

1 NAME OF REPORTING PERSON      Alexandre Balkanski
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
             U.S. Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
52,248 shares, all of which are directly owned by a trust, and Balkanski, as trustee of the trust, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
3,837,440 shares, of which 2,570,121 are directly owned by BCP IV, 736,923 are directly owned by BFF IV, 96,121 are directly owned by BFF IV-A, 28,615 shares are directly owned by BFF IV-B, 200,008 are directly owned by BFF IV-X and 205,652 are held in nominee form for the benefit of persons not affiliated with BCMC IV.  BCMC IV is the general partner of BCP IV, BFF IV, BFF IV-A, BFF IV-B, and BFF IV-X, and Balkanski, a member of BCMC IV, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
52,248 shares, all of which are directly owned by a trust, and Balkanski, as trustee of the trust, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
3,837,440 shares, of which 2,570,121 are directly owned by BCP IV, 736,923 are directly owned by BFF IV, 96,121 are directly owned by BFF IV-A, 28,615 shares are directly owned by BFF IV-B, 200,008 are directly owned by BFF IV-X and 205,652 are held in nominee form for the benefit of persons not affiliated with BCMC IV.  BCMC IV is the general partner of BCP IV, BFF IV, BFF IV-A, BFF IV-B, and BFF IV-X, and Balkanski, a member of BCMC IV, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

3,889,688

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

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.9%

12 TYPE OF REPORTING PERSON IN
         

 

 

 
 

 

CUSIP NO. 98974V107 13 G Page 9 of 17

 

1 NAME OF REPORTING PERSON      Bruce W. Dunlevie
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
130,614 shares, all of which are directly owned by a trust, and Dunlevie, as trustee of the trust, may be deemed to have sole power to vote these shares.
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
3,837,440 shares, of which 2,570,121 are directly owned by BCP IV, 736,923 are directly owned by BFF IV, 96,121 are directly owned by BFF IV-A, 28,615 shares are directly owned by BFF IV-B, 200,008 are directly owned by BFF IV-X and 205,652 are held in nominee form for the benefit of persons not affiliated with BCMC IV.  BCMC IV is the general partner of BCP IV, BFF IV, BFF IV-A, BFF IV-B, and BFF IV-X, and Dunlevie, a member of BCMC IV, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
130,614 shares, all of which are directly owned by a trust, and Dunlevie, as trustee of the trust, may be deemed to have sole power to dispose of  these shares.
  8 SHARED DISPOSITIVE POWER
3,837,440 shares, of which 2,570,121 are directly owned by BCP IV, 736,923 are directly owned by BFF IV, 96,121 are directly owned by BFF IV-A, 28,615 shares are directly owned by BFF IV-B, 200,008 are directly owned by BFF IV-X and 205,652 are held in nominee form for the benefit of persons not affiliated with BCMC IV.  BCMC IV is the general partner of BCP IV, BFF IV, BFF IV-A, BFF IV-B, and BFF IV-X, and Dunlevie, a member of BCMC IV, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

3,968,054

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

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

19.3%

12 TYPE OF REPORTING PERSON

 

IN

         
 
 

 

CUSIP NO. 98974V107 13 G Page 10 of 17

 

1 NAME OF REPORTING PERSON      J. William Gurley
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
26,123 shares.
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
3,837,440 shares, of which 2,570,121 are directly owned by BCP IV, 736,923 are directly owned by BFF IV, 96,121 are directly owned by BFF IV-A, 28,615 shares are directly owned by BFF IV-B, 200,008 are directly owned by BFF IV-X and 205,652 are held in nominee form for the benefit of persons not affiliated with BCMC IV.  BCMC IV is the general partner of BCP IV, BFF IV, BFF IV-A, BFF IV-B, and BFF IV-X, and Gurley, a member of BCMC IV, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
26,123 shares.
  8 SHARED DISPOSITIVE POWER
3,837,440 shares, of which 2,570,121 are directly owned by BCP IV, 736,923 are directly owned by BFF IV, 96,121 are directly owned by BFF IV-A, 28,615 shares are directly owned by BFF IV-B, 200,008 are directly owned by BFF IV-X and 205,652 are held in nominee form for the benefit of persons not affiliated with BCMC IV.  BCMC IV is the general partner of BCP IV, BFF IV, BFF IV-A, BFF IV-B, and BFF IV-X, and Gurley, a member of BCMC IV, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

3,863,563

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

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.8%

12 TYPE OF REPORTING PERSON

 

IN

         
 
 

 

CUSIP NO. 98974V107 13 G Page 11 of 17

 

1 NAME OF REPORTING PERSON      Kevin R. Harvey 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
130,614 shares, all of which are directly owned by a trust, and Harvey, as trustee of the trust, may be deemed to have sole power to vote these shares.
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
3,837,440 shares, of which 2,570,121 are directly owned by BCP IV, 736,923 are directly owned by BFF IV, 96,121 are directly owned by BFF IV-A, 28,615 shares are directly owned by BFF IV-B, 200,008 are directly owned by BFF IV-X and 205,652 are held in nominee form for the benefit of persons not affiliated with BCMC IV.  BCMC IV is the general partner of BCP IV, BFF IV, BFF IV-A, BFF IV-B, and BFF IV-X, and Harvey, a member of BCMC IV, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
130,614 shares, all of which are directly owned by a trust, and Harvey, as trustee of the trust, may be deemed to have sole power to dispose of  these shares.
  8 SHARED DISPOSITIVE POWER
3,837,440 shares, of which 2,570,121 are directly owned by BCP IV, 736,923 are directly owned by BFF IV, 96,121 are directly owned by BFF IV-A, 28,615 shares are directly owned by BFF IV-B, 200,008 are directly owned by BFF IV-X and 205,652 are held in nominee form for the benefit of persons not affiliated with BCMC IV.  BCMC IV is the general partner of BCP IV, BFF IV, BFF IV-A, BFF IV-B, and BFF IV-X, and Harvey, a member of BCMC IV, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

3,968,054

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

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

19.3%

12 TYPE OF REPORTING PERSON

 

IN

         
 
 

 

CUSIP NO. 98974V107 13 G Page 12 of 17

 

1 NAME OF REPORTING PERSON      Robert C. Kagle
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
59,453 shares (including 33,330 options that are currently exercisable), all of which are directly owned by several trusts, and Kagle, as trustee of the trusts, may be deemed to have sole power to vote these shares.
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
3,837,440 shares, of which 2,570,121 are directly owned by BCP IV, 736,923 are directly owned by BFF IV, 96,121 are directly owned by BFF IV-A, 28,615 shares are directly owned by BFF IV-B, 200,008 are directly owned by BFF IV-X and 205,652 are held in nominee form for the benefit of persons not affiliated with BCMC IV.  BCMC IV is the general partner of BCP IV, BFF IV, BFF IV-A, BFF IV-B, and BFF IV-X, and Kagle, a member of BCMC IV, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
59,453 shares (including 33,330 options that are currently exercisable), all of which are directly owned by several trusts, and Kagle, as trustee of the trusts, may be deemed to have sole power to dispose of  these shares.
  8 SHARED DISPOSITIVE POWER
3,837,440 shares, of which 2,570,121 are directly owned by BCP IV, 736,923 are directly owned by BFF IV, 96,121 are directly owned by BFF IV-A, 28,615 shares are directly owned by BFF IV-B, 200,008 are directly owned by BFF IV-X and 205,652 are held in nominee form for the benefit of persons not affiliated with BCMC IV.  BCMC IV is the general partner of BCP IV, BFF IV, BFF IV-A, BFF IV-B, and BFF IV-X, and Kagle, a member of BCMC IV, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

3,896,893

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

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

19.0%

12 TYPE OF REPORTING PERSON

 

IN

         
 
 

 

CUSIP NO. 98974V107 13 G Page 13 of 17

 

1 NAME OF REPORTING PERSON      Steven M. Spurlock
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
5,225 shares, all of which are directly owned by a trust, and Spurlock, as trustee of the trust, may be deemed to have sole power to vote these shares.
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
3,837,440 shares, of which 2,570,121 are directly owned by BCP IV, 736,923 are directly owned by BFF IV, 96,121 are directly owned by BFF IV-A, 28,615 shares are directly owned by BFF IV-B, 200,008 are directly owned by BFF IV-X and 205,652 are held in nominee form for the benefit of persons not affiliated with BCMC IV.  BCMC IV is the general partner of BCP IV, BFF IV, BFF IV-A, BFF IV-B, and BFF IV-X, and Spurlock, a member of BCMC IV, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
5,225 shares, all of which are directly owned by a trust, and Spurlock, as trustee of the trust, may be deemed to have sole power to dispose of  these shares.
  8 SHARED DISPOSITIVE POWER
3,837,440 shares, of which 2,570,121 are directly owned by BCP IV, 736,923 are directly owned by BFF IV, 96,121 are directly owned by BFF IV-A, 28,615 shares are directly owned by BFF IV-B, 200,008 are directly owned by BFF IV-X and 205,652 are held in nominee form for the benefit of persons not affiliated with BCMC IV.  BCMC IV is the general partner of BCP IV, BFF IV, BFF IV-A, BFF IV-B, and BFF IV-X, and Spurlock, a member of BCMC IV, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

3,842,665

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

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.7%

12 TYPE OF REPORTING PERSON

 

IN

         

 

 
 

 

CUSIP NO. 98974V107 13 G Page 14 of 17

 

This Amendment No. 6 amends the Statement on Schedule 13G previously filed by Benchmark Capital Partners IV, L.P., a Delaware limited partnership, Benchmark Founders’ Fund IV, L.P., a Delaware limited partnership, Benchmark Founders’ Fund IV-A, L.P., a Delaware limited partnership, Benchmark Founders’ Fund IV-B, L.P., a Delaware limited partnership, Benchmark Founders’ Fund IV-X, L.P., a Delaware limited partnership, Benchmark Capital Management Co. IV, L.L.C., a Delaware limited liability company, and Alexandre Balkanski, Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Andrew S. Rachleff and Steven M. Spurlock. Only those items as to which there has been a change are included in this Amendment No. 6.

 

 

ITEM 4.OWNERSHIP
   
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.
(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.
(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.
(ii)Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

 
 

 

CUSIP NO. 98974V107 13 G Page 15 of 17

 

SIGNATURES

 

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.

 

Date: February 14, 2012

 

  BENCHMARK CAPITAL PARTNERS IV, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND IV, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND IV-A, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND IV-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND IV-X, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. IV, L.L.C., a Delaware Limited Liability Company
   
   
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Managing Member
     
     
  ALEXANDRE BALKANSKI
  BRUCE W. DUNLEVIE
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  ROBERT C. KAGLE
  STEVEN M. SPURLOCK
   
   
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Attorney-in-Fact*

 

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 
 

 

CUSIP NO. 98974V107 13 G Page 16 of 17

 

 EXHIBIT INDEX

  Found on
Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 17

 

 
 

 

CUSIP NO. 98974V107 13 G Page 17 of 17

 

 

exhibit A

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of ZipRealty, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.