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
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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*
Rector David Allan

(Last) (First) (Middle)
2000 POWELL STREET

(Street)
EMERYVILLE CA 94608

(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 10% Owner
X Officer (give title below) Other (specify below)
SVP, CFO, CAO
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 03/30/2012 M 8,395 A $0.99 19,360 D
Common Stock 04/01/2012 F 838 D $1.37 18,522 (1) D
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
Employee Stock Option (Right to buy) $2.9 03/05/2012 (2) 03/04/2021 Common Stock 30,000 30,000 D
Employee Stock Option (Right to buy) $4.9 03/04/2011 (3) 03/03/2020 Common Stock 20,000 20,000 D
Employee Stock Option (Right to buy) $3.2 08/01/2009 (4) 07/23/2016 Common Stock 11,111 11,111 D
Employee Stock Option (Right to buy) $3.2 08/01/2009 (5) 07/23/2016 Common Stock 7,500 7,500 D
Employee Stock Option (Right to buy) $3.2 08/01/2009 (5) 07/23/2016 Common Stock 20,000 20,000 D
Employee Stock Option (Right to buy) $3.2 08/01/2009 (4) 07/23/2016 Common Stock 16,667 16,667 D
Employee Stock Option (Right to buy) $3.2 08/01/2009 (4) 07/23/2016 Common Stock 30,000 30,000 D
Employee Stock Option (Right to buy) $3.2 08/01/2009 (4) 07/23/2016 Common Stock 116,667 116,667 D
Employee Stock Option (Right to buy) $3.2 08/01/2009 (4) 07/23/2016 Common Stock 13,333 13,333 D
Employee Stock Option (Right to buy) $0.99 03/30/2012 M 8,395 04/01/2003 (6) 04/10/2012 Common Stock 8,395 $0.00 0 D
Employee Stock Option (Right to buy) $0.99 10/01/2003 (7) 10/28/2012 Common Stock 20,000 20,000 D
Explanation of Responses:
1. These shares include 4,000 shares of restricted stock granted on March 4, 2010 which 2,000 vested on April 1, 2012, less 838 shares surrendered as reported herein to satisfy a tax withholding obligation, in accordance with the terms of the related Restricted Stock Award Agreement.
2. One-fourth of the shares subject to the option shall vest and become exercisable on March 5, 2012, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
3. One-fourth of the shares subject to the option vested and became exercisable on March 4, 2011, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
4. Pursuant to the option exchange program of ZipRealty, Inc. ("Issuer"), Issuer canceled a 10-year option granted to the reporting person with an exercise price between $4.59 and $7.99 per share. In exchange for every three Eligible Options surrendered at this exerise price, the reporting person received two New Options with a seven-year life at an exercise price of $3.20 per share, which was the closing sale price of Issuer's common stock on the NASDAQ Global Market on July 24, 2009. The New Options vest at the rate of 1/36 per month on the first date of each month until fully vested, subject to the reporting person remaining a service provider to Issuer.
5. Pursuant to the option exchange program of ZipRealty, Inc. ("Issuer"), Issuer canceled a 10-year option granted to the reporting person with an exercise price equal to or greater than $8.00 per share. In exchange for every two Eligible Options surrendered at this exercise price, the reporting person received one New Option with a seven-year life at an exercise price of $3.20 per share, which was the closing sale price of Issuer's common stock on the NASDAQ Global Market on July 24, 2009. The New Options vest at the rate of 1/36 per month on the first date of each month until fully vested, subject to the reporting person remaining a service provider to Issuer.
6. An option to purchase 13,333 shares was orignally granted. One-fourth of the shares subject to the option vested and became exercisable on April 1, 2003, and one forty-eighth of the shares vested and became exercisable on the first day of each calendar month thereafter.
7. This option is fully vested.
Remarks:
/s/ Samantha E. Harnett, Attorney-in-fact 04/03/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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