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*
Wilson James Duncan

(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)
Vice President, Technology
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2012
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 04/01/2012 F 629 D $1.37 7,222 (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) $3.2 08/01/2009 (2) 07/23/2016 ommon Stock 42,633 42,633 D
Stock Option (right to buy) $4.17 09/09/2010 (3) 09/08/2019 Common Stock 2,500 2,500 D
Stock Option (right to buy) $4.9 03/04/2011 (3) 03/03/2020 Common Stock 10,000 10,000 D
Stock Option (right to buy) $2.9 03/05/2012 (3) 03/04/2021 Common Stock 30,000 30,000 D
Stock Option (right to buy) $1.25 03/08/2013 (4) 03/07/2022 Common Stock 33,333 33,333 D
Stock Option (right to buy) $1.25 03/08/2013 (5) 03/07/2022 Common Stock 33,333 33,333 D
Explanation of Responses:
1. These shares include 1,500 shares of restricted stock granted on March 4, 2010 which shall vested on April 1, 2012, less 629 shares surrendered as reported herein to satisfy a tax withholding obligation, in accordance with the terms of the related Restricted Stock Award Agreement.
2. The shares subject to the option vest and become exercisable at the rate of 1/36th per month on the first day of each month staring August 1, 2009, until fully vested.
3. One-fourth of the shares subject to the option vest and become exercisable on the Date Exercisable, and 1/48th of the shares vest and become exercisable on the first day of each calendar month thereafter, until fully vested.
4. 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.
5. 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.
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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