-----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, Aj9Mfh8/A6XGlstnEiEuMwYUFFhRaqMSZrTb9suQUVYYII+1JhP4Ht0BKRv1PgFx +x/xnCavtZe41457lh6Z6A== 0001144204-11-008293.txt : 20110214 0001144204-11-008293.hdr.sgml : 20110214 20110214143659 ACCESSION NUMBER: 0001144204-11-008293 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: DONALD F. WOOD GROUP MEMBERS: JACK M. GILL GROUP MEMBERS: ROBERT D. ULRICH GROUP MEMBERS: VANGUARD VI AFFILIATES FUND, L.P. GROUP MEMBERS: VANGUARD VI ANNEX FUND, L.P. GROUP MEMBERS: VANGUARD VI VENTURE PARTNERS L.L.C. 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: 11606146 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vanguard VI, L.P. CENTRAL INDEX KEY: 0001307707 IRS NUMBER: 770484871 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVE, SUITE 1200 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-321-2900 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVE, SUITE 1200 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G/A 1 v211097_sc13ga.htm
 
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. 3)*

zipRealty, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
98974V107
(CUSIP Number)
 
December 31, 2010
(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 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)
 
Exhibit Index Contained on Page 11

 
 
 

CUSIP NO. 98974V107
13 G
Page 2 of 12

1
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanguard VI, L.P. (“Vanguard VI”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)    ¨    (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
2,032,261 shares, except that Vanguard VI Venture Partners, L.L.C. (“Vanguard VI Venture Partners”), the general partner of Vanguard VI, may be deemed to have sole power to vote these shares, and Jack M. Gill (“Gill”), Robert D. Ulrich (“Ulrich”) and Donald F. Wood (“Wood”), the managing members of Vanguard VI Venture Partners, may be deemed to have shared power to vote these shares.
 
6
SHARED VOTING POWER
See response to row 5.
 
7
SOLE DISPOSITIVE POWER
2,032,261 shares, except that Vanguard VI Venture Partners, the general partner of Vanguard VI, may be deemed to have sole power to dispose of these shares, and Gill, Ulrich and Wood, the managing members of Vanguard VI Venture Partners, 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
2,032,261
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES*
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
12
TYPE OF REPORTING PERSON*
PN

 
 
 

CUSIP NO. 98974V107
13 G
Page 3 of 12

1
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanguard VI Affiliates Fund, L.P. (“Vanguard VI Affiliates”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)     ¨         (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
84,047 shares, except that Vanguard VI Venture Partners, the general partner of Vanguard VI Affiliates, may be deemed to have sole power to vote these shares, and Gill, Ulrich and Wood, the managing members of Vanguard VI Venture Partners, may be deemed to have shared power to vote these shares.
 
6
SHARED VOTING POWER
See response to row 5.
 
7
SOLE DISPOSITIVE POWER
84,047 shares, except that Vanguard VI Venture Partners, the general partner of Vanguard VI Affiliates, may be deemed to have sole power to dispose of these shares, and Gill, Ulrich and Wood, the managing members of Vanguard VI Venture Partners, 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
84,047
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12
TYPE OF REPORTING PERSON*
PN

 
 
 

CUSIP NO. 98974V107
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Page 4 of 12

1
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanguard VI Annex Fund, L.P. (“Vanguard VI Annex”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)          ¨         (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
73,720 shares, except that Vanguard VI Venture Partners, the general partner of Vanguard VI Annex, may be deemed to have sole power to vote these shares, and Gill, Ulrich and Wood, the managing members of Vanguard VI Venture Partners, may be deemed to have shared power to vote these shares.
 
6
SHARED VOTING POWER
See response to row 5.
 
7
SOLE DISPOSITIVE POWER
73,720 shares, except that Vanguard VI Venture Partners, the general partner of Vanguard VI Annex, may be deemed to have sole power to dispose of these shares, and Gill, Ulrich and Wood, the managing members of Vanguard VI Venture Partners, 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
73,720
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12
TYPE OF REPORTING PERSON*
PN

 
 
 

CUSIP NO. 98974V107
13 G
Page 5 of 12

1
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanguard VI Venture Partners, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)          ¨         (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
2,190,028 shares, of which 2,032,261 are directly owned by Vanguard VI, 84,047 are directly owned by Vanguard VI Affiliates and 73,720 are directly owned by Vanguard VI Annex.  Vanguard VI Venture Partners, the general partner of Vanguard VI, Vanguard VI Affiliates and Vanguard VI Annex, may be deemed to have sole power to vote these shares, and Gill, Ulrich and Wood, the managing members of Vanguard VI Venture Partners, may be deemed to have shared power to vote these shares.
 
6
SHARED VOTING POWER
See response to row 5.
 
7
SOLE DISPOSITIVE POWER
2,190,028 shares, of which 2,032,261 are directly owned by Vanguard VI, 84,047 are directly owned by Vanguard VI Affiliates and 73,720 are directly owned by Vanguard VI Annex.  Vanguard VI Venture Partners, the general partner of Vanguard VI, Vanguard VI Affiliates and Vanguard VI Annex, may be deemed to have sole power to dispose of these shares, and Gill, Ulrich and Wood, the managing members of Vanguard VI Venture Partners, 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
2,190,028
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7%
12
TYPE OF REPORTING PERSON*
OO

 
 
 
 
CUSIP NO. 98974V107
13 G
Page 6 of 12

1
NAME OF REPORTING PERSON      Jack M. Gill
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)             ¨          (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
0 shares.
6
SHARED VOTING POWER
2,190,028 shares, of which 2,032,261 are directly owned by Vanguard VI, 84,047 are directly owned by Vanguard VI Affiliates and 73,720 are directly owned by Vanguard VI Annex.  Gill is a managing member of Vanguard VI Venture Partners, the general partner of Vanguard VI, Vanguard VI Affiliates and Vanguard VI Annex, and may be deemed to have shared power to vote these shares.
7
SOLE DISPOSITIVE POWER
0 shares.
8
SHARED DISPOSITIVE POWER
2,190,028 shares, of which 2,032,261 are directly owned by Vanguard VI, 84,047 are directly owned by Vanguard VI Affiliates and 73,720 are directly owned by Vanguard VI Annex.  Gill is a managing member of Vanguard VI Venture Partners, the general partner of Vanguard VI, Vanguard VI Affiliates and Vanguard VI Annex, and may be deemed to have shared power to dispose these shares.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,190,028
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7%
12
TYPE OF REPORTING PERSON*
IN

 
 
 

CUSIP NO. 98974V107
13 G
Page 7 of 12

1
NAME OF REPORTING PERSON      Robert D. Ulrich
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)           ¨       (b)          x                 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF
5
SOLE VOTING POWER
0 shares.
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
6
SHARED VOTING POWER
2,190,028 shares, of which 2,032,261 are directly owned by Vanguard VI, 84,047 are directly owned by Vanguard VI Affiliates and 73,720 are directly owned by Vanguard VI Annex.  Ulrich is a managing member of Vanguard VI Venture Partners, the general partner of Vanguard VI, Vanguard VI Affiliates and Vanguard VI Annex, and may be deemed to have shared power to vote these shares.
 
7
SOLE DISPOSITIVE POWER
0 shares.
 
8
SHARED DISPOSITIVE POWER
2,190,028 shares, of which 2,032,261 are directly owned by Vanguard VI, 84,047 are directly owned by Vanguard VI Affiliates and 73,720 are directly owned by Vanguard VI Annex.  Ulrich is a managing member of Vanguard VI Venture Partners, the general partner of Vanguard VI, Vanguard VI Affiliates and Vanguard VI Annex, and may be deemed to have shared power to dispose these shares.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,190,028
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7%
12
TYPE OF REPORTING PERSON*
IN

 
 
 

CUSIP NO. 98974V107
13 G
Page 8 of 12

1
NAME OF REPORTING PERSON       Donald F. Wood
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)         ¨           (b)         x                 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF
5
SOLE VOTING POWER
103,142 shares, of which 19,812 are held as shares of common stock and 83,330 are held as options currently exercisable into shares of common stock.
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
6
SHARED VOTING POWER
2,190,028 shares, of which 2,032,261 are directly owned by Vanguard VI, 84,047 are directly owned by Vanguard VI Affiliates and 73,720 are directly owned by Vanguard VI Annex.  Wood is a managing member of Vanguard VI Venture Partners, the general partner of Vanguard VI, Vanguard VI Affiliates and Vanguard VI Annex, and may be deemed to have shared power to vote these shares.
 
7
SOLE DISPOSITIVE POWER
103,142 shares, of which 19,812 are held as shares of common stock and 83,330 are held as options currently exercisable into shares of common stock.
 
8
SHARED DISPOSITIVE POWER
2,190,028 shares, of which 2,032,261 are directly owned by Vanguard VI, 84,047 are directly owned by Vanguard VI Affiliates and 73,720 are directly owned by Vanguard VI Annex.  Wood is a managing member of Vanguard VI Venture Partners, the general partner of Vanguard VI, Vanguard VI Affiliates and Vanguard VI Annex, and may be deemed to have shared power to dispose these shares.
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,293,170
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.2%
12
TYPE OF REPORTING PERSON*
IN

 
 
 

CUSIP NO. 98974V107
13 G
Page 9 of 12

This Amendment No. 3 amends the Statement on Schedule 13G previously filed by Vanguard VI, L.P., a Delaware limited partnership, Vanguard VI Affiliates Fund, L.P., a Delaware limited partnership, Vanguard VI Annex Fund, L.P., a Delaware limited partnership and Vanguard VI Venture Partners, L.L.C., a Delaware limited liability company and Jack M. Gill, Robert D. Ulrich and Donald F. Wood.  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 3.

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 10 of 12

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 11, 2011

 
VANGUARD VI, L.P., a Delaware Limited Partnership
 
VANGUARD VI AFFILIATES FUND, L.P., a Delaware
Limited Partnership
 
VANGUARD VI ANNEX FUND, L.P., a Delaware
Limited Partnership
 
VANGUARD VI VENTURE PARTNERS, L.L.C., a
Delaware Limited Liability Company
   
 
By:
/s/ Ken Shilling
   
Ken Shilling
   
Attorney-in-Fact*
     
 
JACK M. GILL
 
ROBERT D. ULRICH
 
DONALD F. WOOD
     
 
By:
/s/ Ken Shilling
   
Ken Shilling
   
Attorney-in-Fact*

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

 
 
 

CUSIP NO. 98974V107
13 G
Page 11 of 12
 
 
   
Found on
Sequentially
Exhibit
  
Numbered Page
     
Exhibit A:  Agreement of Joint Filing
  
12

 
 
 

CUSIP NO. 98974V107
13 G
Page 12 of 12

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.

 
 
 
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