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
X	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* Venture Stategy Management CO II LLC (Last) (First) (Middle) 140 GEARY STREET SUITE 600 (Street) SAN FRANCISCO CA 94108 (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		982,407	A	(1)	982,407	D(2)
Common Stock	11/15/2004		C		67,734	A	(1)	67,734	D(3)

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 F Preferred Stock	(4)	11/15/2004		C			982,407	(5)	(6)	Common Stock	982,407	(6)	0	D(2)
Series F Preferred Stock	(4)	11/15/2004		C			67,734	(5)	(6)	Common Stock	67,734	(6)	0	D(3)
Warrant to Purchase Series F Preferred Stock (right to buy)	$3.93	11/15/2004		J(7)			471,367	(8)	12/17/2007	Series F Preferred Stock	471,367	(6)	0	D(2)
Warrant to Purchase Series F Preferred Stock (right to buy)	$3.93	11/15/2004		J(7)			32,499	(8)	12/17/2007	Series F Preferred Stock	32,499	(6)	0	D(3)
Warrant to Purchase Series F Preferred Stock (right to buy)	$3.93	11/15/2004		J(7)			56,904	(8)	06/27/2008	Series F Preferred Stock	56,904	(6)	0	D(2)
Warrant to Purchase Series F Preferred Stock (right to buy)	$3.93	11/15/2004		J(7)			3,923	(8)	06/27/2008	Series F Preferred Stock	3,923	(6)	0	D(3)
Warrant to Purchase Common Stock (right to buy)	$3.93	11/15/2004		J(7)		471,367		(8)	12/17/2007	Common Stock	471,367	(6)	471,367	D(2)
Warrant to Purchase Common Stock (right to buy)	$3.93	11/15/2004		J(7)		32,499		(8)	12/17/2007	Common Stock	32,499	(6)	32,499	D(3)
Warrant to Purchase Common Stock (right to buy)	$3.93	11/15/2004		J(7)		56,904		(8)	06/27/2008	Common Stock	56,904	(6)	56,904	D(2)
Warrant to Purchase Common Stock (right to buy)	$3.93	11/15/2004		J(7)		3,923		(8)	06/27/2008	Common Stock	3,923	(6)	3,923	D(3)

1. Name and Address of Reporting Person* Venture Stategy Management CO II LLC (Last) (First) (Middle) 140 GEARY STREET SUITE 600 (Street) SAN FRANCISCO CA 94108 (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* Venture Strategy Partners II LP (Last) (First) (Middle) 140 GEARY STREET SUITE 600 (Street) SAN FRANCISCO CA 94108 (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* Venture Strategy Affiliates Fund LP (Last) (First) (Middle) 140 GEARY STREET SUITE 600 (Street) SAN FRANCISCO CA 94108 (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* Gallanter Joanna Rees (Last) (First) (Middle) 140 GEARY STREET SUITE 600 (Street) SAN FRANCISCO CA 94108 (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. Shares acquired on automatic conversion of an equivalent number of shares of Series F Preferred Stock upon the closing of the Issuer's initial public offering.

2. These securities are held directly by Venture Strategy Partners II LP. Venture Strategy Management Company II LLC is the general partner of Venture Strategy Partners II LP. Joanna Rees Gallanter is the executive managing member of Venture Strategy Management Company II LLC. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of her or its respective pecuniary interests therein.

3. These securities are held directly by Venture Strategy Affiliates Fund LP. Venture Strategy Management Company II LLC is the general partner of Venture Strategy Affiliates Fund LP. Joanna Rees Gallanter is the executive managing member of Venture Strategy Management Company II LLC. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of her or its respective pecuniary interests therein.

4. 1-for-1

5. Immediately convertible. Converted automatically into an equivalent number of shares of Common Stock upon the closing of the Issuer's initial public offering.

6. N/A

7. Warrants to purchase shares of Series F Preferred Stock converted automatically into warrants to purchasean equivalent number of shares of Common Stock, at the same purchase price, upon the closing of the Issuer's initial public offering.

8. Immediately exercisable.

	/s/ Joanna Rees Gallanter, Executive Managing Member, Venture Strategy Management Company II LLC	11/16/2004
	/s/ Joanna Rees Gallanter, Executive Managing Member, Venture Strategy Management Company II LLC, general partner of Venture Strategy Partners II LP	11/16/2004
	/s/ Joanna Rees Gallanter, Executive Managing Member, Venture Strategy Management Company II LLC, general partner of Venture Strategy Affiliates Fund LP	11/16/2004
	/s/ Joanna Rees Gallanter	11/16/2004
	** Signature of Reporting Person	Date
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