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*
REALOGY GROUP LLC

(Last) (First) (Middle)
175 PARK AVENUE

(Street)
MADISON NJ 07940

(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)
08/14/2014
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, par value $0.001 per share 08/14/2014 J 29,624,576(1) A $6.75 47,201,012 I(3) See Footnote (3)
Common Stock, par value $0.001 per share 08/14/2014 J 4,332,259(2) A $6.75 51,533,271 I(3) See Footnote (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
1. Name and Address of Reporting Person*
REALOGY GROUP LLC

(Last) (First) (Middle)
175 PARK AVENUE

(Street)
MADISON NJ 07940

(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*
Honeycomb Acquisition, Inc.

(Last) (First) (Middle)
175 PARK AVENUE

(Street)
MADISON NJ 07940

(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. Honeycomb Acquisition, Inc. acquired 29,624,576 shares of the ZipRealty, Inc.'s common stock from ZipRealty, Inc. pursuant to the exercise of its top-up option under the terms of the merger agreement dated as of July 15, 2014, among ZipRealty, Inc., Realogy Group LLC and Honeycomb Acquisition, Inc.
2. Honeycomb Acquisition, Inc. acquired 4,332,259 shares of the ZipRealty, Inc.'s common stock through a "short-form" merger consummated on August 14, 2014 pursuant to the procedures set forth in Section 253 of the General Corporation Law of the State of Delaware.
3. Honeycomb Acquisition, Inc., prior to its merger with and into ZipRealty, Inc. on August 14, 2014 directly owned the listed shares. Realogy Group LLC indirectly owns 100% of the equity interest of Honeycomb Acquisition, Inc.
Remarks:
Exhibit 99.1 Joint Filing Agreement by and among Realogy Group LLC and Honeycomb Acquisition, Inc., dated July 15, 2014 (incorporated by reference from Exhibit 1 to the Schedule 13D filed by Realogy Group LLC and Honeycomb Acquisition, Inc. on July 18, 2014)
/s/ Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer of Honeycomb Acquisition, Inc. 08/15/2014
/s/ Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer of Realogy Group LLC 08/15/2014
** 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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