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*
Harnett Samantha

(Last) (First) (Middle)
2000 POWELL STREET
SUITE 300

(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)
Senior VP, GC & Secretary
3. Date of Earliest Transaction (Month/Day/Year)
12/06/2012
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 12/06/2012 A 15,000 A $0.00 15,872 (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
Stock Option (right to buy) $2.9 03/05/2012 (2) 03/04/2021 Common Stock 40,000 40,000 D
Stock Option (right to buy) $4.9 03/04/2011 (3) 03/03/2020 Common Stock 20,000 20,000 D
Stock Option (right to buy) $4.97 05/21/2009 (4) 05/20/2018 Common Stock 30,000 30,000 D
Stock Option (right to buy) $4.79 12/11/2008 (5) 12/10/2017 Common Stock 6,000 6,000 D
Stock Option (right to buy) $3.2 08/01/2009 (6) 07/23/2016 Common Stock 2,500 2,500 D
Stock Option (right to buy) $3.2 08/01/2009 (6) 07/23/2016 Common Stock 2,500 2,500 D
Stock Option (right to buy) $3.2 08/01/2009 (6) 07/23/2016 Common Stock 12,000 12,000 D
Stock Option (right to buy) $3.8 11/01/2010 (7) 10/31/2019 Common Stock 30,000 30,000 D
Stock Option (right to buy) $1.25 03/08/2013 (8) 03/07/2022 Common Stock 33,333 33,333 D
Stock Option (right to buy) $1.25 03/08/2013 (9) 03/07/2022 Common Stock 33,333 33,333 D
Stock Option (right to buy) $2.87 12/06/2012 A 100,000 12/06/2013 (10) 12/05/2022 Common Stock 100,000 $0.00 100,000 D
Explanation of Responses:
1. These shares include 15,000 shares of restricted stock granted on December 6, 2012, which are scheduled to vest in one year, in accordance with the terms of the related Restricted Stock Award Agreement.
2. One-fourth of the shares subject to the option vested and became 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. One-fourth of the shares subject to the option vested and became exercisable on May 21, 2009, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
5. One-fourth of the shares subject to the option vested and became exercisable on December 11, 2008, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
6. The shares subject to the option vest at the rate of 1/36 per month on the first date of each month starting on August 1, 2009, until fully vested.
7. One-fourth of the shares subject to the option vested and became exercisable on November 1, 2010, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
8. One-fourth of the shares subject to the option shall vest and become exercisable on March 8, 2013, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
9. One-fourth of the shares subject to the option shall vest and become exercisable on March 8, 2013, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter; provided, however, that the option will accelerate and vest in full if the Company's closing stock price on the NASDAQ Stock Market is equal to or greater than $5.00 per share for a period of 120 consecutive days.
10. One-fourth of the shares subject to the option shall vest and become exercisable on December 6, 2013, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
Remarks:
/s/ Samantha E. Harnett 12/06/2012
** Signature of Reporting Person Date
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