SEC FORM 4

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^*

BENCHMARK CAPITAL MANAGEMENT CO IV LLC

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(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)
10/25/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/25/2007		X		98,366	A	$3.93	2,589,108	I	See footnote⁽¹⁾⁽¹²⁾
Common Stock	10/25/2007		S⁽¹⁰⁾		67,381	D	$5.737	2,521,727	I	See footnote⁽¹⁾⁽¹²⁾
Common Stock	10/25/2007		X		28,192	A	$3.93	742,362	I	See footnote⁽²⁾⁽¹²⁾
Common Stock	10/25/2007		S⁽¹⁰⁾		19,312	D	$5.737	723,051	I	See footnote⁽²⁾⁽¹²⁾
Common Stock	10/25/2007		X		3,679	A	$3.93	96,831	I	See footnote⁽³⁾⁽¹²⁾
Common Stock	10/25/2007		S⁽¹⁰⁾		2,520	D	$5.737	94,311	I	See footnote⁽³⁾⁽¹²⁾
Common Stock	10/25/2007		X		1,095	A	$3.93	28,826	I	See footnote⁽⁴⁾⁽¹²⁾
Common Stock	10/25/2007		S⁽¹⁰⁾		750	D	$5.737	28,076	I	See footnote⁽⁴⁾⁽¹²⁾
Common Stock								199,797	I	See footnote⁽⁵⁾⁽¹²⁾
Common Stock	10/25/2007		X		136,260	A	$3.93	3,787,975	I	See footnote⁽⁶⁾
Common Stock	10/25/2007		S⁽¹⁰⁾		93,338	D	$5.737	3,694,637	I	See footnote⁽⁶⁾
Common Stock	10/25/2007		X		136,260	A	$3.93	3,787,975	I	See footnote⁽⁷⁾
Common Stock	10/25/2007		S⁽¹⁰⁾		93,338	D	$5.737	3,694,637	I	See footnote⁽⁷⁾
Common Stock	10/25/2007		X		136,260	A	$3.93	3,787,975	I	See footnote⁽⁸⁾
Common Stock	10/25/2007		S⁽¹⁰⁾		93,338	D	$5.737	3,694,637	I	See footnote⁽⁸⁾
Common Stock	10/25/2007		X		133,303	A	$3.93	3,709,348	I	See footnote⁽⁹⁾
Common Stock	10/25/2007		S⁽¹⁰⁾		91,313	D	$5.737	3,618,035	I	See footnote⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Purchase Warrant (right to buy)	$3.93	10/25/2007		X			98,366	⁽¹¹⁾	10/28/2007	Common Stock	98,366	$0	0	I	See footnote⁽¹⁾
Common Stock Purchase Warrant (right to buy)	$3.93	10/25/2007		X			28,192	⁽¹¹⁾	10/28/2007	Common Stock	28,192	$0	0	I	See footnote⁽²⁾
Common Stock Purchase Warrant (right to buy)	$3.93	10/25/2007		X			3,679	⁽¹¹⁾	10/28/2007	Common Stock	3,679	$0	0	I	See footnote⁽³⁾
Common Stock Purchase Warrant (right to buy)	$3.93	10/25/2007		X			1,095	⁽¹¹⁾	10/28/2007	Common Stock	1,095	$0	0	I	See footnote⁽⁴⁾
Common Stock Purchase Warrant (right to buy)	$3.93	10/25/2007		X			136,260	⁽¹¹⁾	10/28/2007	Common Stock	136,260	$0	0	I	See footnote⁽⁶⁾
Common Stock Purchase Warrant (right to buy)	$3.93	10/25/2007		X			136,260	⁽¹¹⁾	10/28/2007	Common Stock	136,260	$0	0	I	See footnote⁽⁷⁾
Common Stock Purchase Warrant (right to buy)	$3.93	10/25/2007		X			136,260	⁽¹¹⁾	10/28/2007	Common Stock	136,260	$0	0	I	See footnote⁽⁸⁾
Common Stock Purchase Warrant (right to buy)	$3.93	10/25/2007		X			133,303	⁽¹¹⁾	10/28/2007	Common Stock	133,303	$0	0	I	See footnote⁽⁹⁾

1. Name and Address of Reporting Person^*

BENCHMARK CAPITAL MANAGEMENT CO IV LLC

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(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^*

BENCHMARK CAPITAL PARTNERS IV LP

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(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^*

BENCHMARK FOUNDERS FUND IV LP

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(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^*

BENCHMARK FOUNDERS FUND IV A LP

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(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^*

BENCHMARK FOUNDERS FUND IV-B LP

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(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^*

BENCHMARK FOUNDERS FUND IV-X LP

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(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^*

RACHLEFF ANDREW S

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(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^*

HARVEY KEVIN

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(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^*

DUNLEVIE BRUCE

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(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^*

BALKANSKI ALEXANDRE

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(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 are directly held by Benchmark Capital Partners IV, L.P. ("BCP IV").

2. Shares are directly held by Benchmark Founders' Fund IV, L.P. ("BFF IV").

3. Shares are directly held by Benchmark Founders' Fund IV-A, L.P. ("BFF IV-A").

4. Shares are directly held by Benchmark Founders' Fund IV-B, L.P. ("BFF IV-B").

5. Shares are directly held by Benchmark Founders' Fund IV-X, L.P. ("BFF IV-X").

6. Andrew Rachleff, a managing member of BCMC IV, may be deemed to share beneficial ownership of the shares held by the Benchmark IV Funds. In addition, Mr. Rachleff may be deemed to share voting and dispositive power over 4,928 warrants reported hereunder and 126,122 shares of Common Stock held by his family trust

7. Kevin R. Harvey, a managing member of BCMC IV, may be deemed to share beneficial ownership of the shares held by the Benchmark IV Funds. In addition, Mr. Harvey may be deemed to share voting and dispositive power over 4,928 warrants reported hereunder and 126,122 shares of Common Stock held by his family trust.

8. Bruce Dunlevie, a managing member of BCMC IV, may be deemed to share beneficial ownership of the shares held by the Benchmark IV Funds. In addition, Mr. Dunlevie may be deemed to share voting and dispositive power over 4,928 warrants reported hereunder and 126,122 shares of Common Stock held by his family trust.

9. Alexandre Balkanski, a managing member of BCMC IV, may be deemed to share beneficial ownership of the shares held by the Benchmark IV Funds. In addition, Mr. Balkanski may be deemed to share voting and dispositive power over 1,971 warrants reported hereunder and 50,451 shares of Common Stock held by his family trust.

10. This represents shares that were withheld by the issuer pursuant to the net exercise feature for the exercise of the warrants reported herein.

11. Warrants were immediately exercisable following issuance.

12. Benchmark Capital Management Co. IV, L.L.C. ("BCMC IV"), the Designated Filer, is the general partner of each of BCP IV, BFF IV, BFF IV-A, BFF IV-B and BFF IV-X (collectively, the "Benchmark IV Funds"), and may be deemed to have sole voting and dispositive power over the shares held by the Benchmark IV Funds. BCMC IV and each of its managing members disclaim beneficial ownership of the shares held by the Benchmark IV Funds except to the extent of any pecumiary interest therein.

Remarks:

Alexandre Balkanski, David Beirne, Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert Kagle, Andrew Rachleff and Steven M. Spurlock are the managing members of BCMC IV, which serves as the general partner to each of BCP IV, BFF IV, BFF IV-A, BFF IV-B and BFF IV-X. Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such reporting person's pecuniary interest in such securities) other than any securities being reported herein as being directly owned by such reporting person. *This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by BCMC IV, its managing members and the Benchmark IV Funds.

	Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C.	10/29/2007
	Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C., general partner of Benchmark Capital Partners IV, L.P.	10/29/2007
	Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C., general partner of Benchmark Founders' Fund IV, L.P.	10/29/2007
	Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C., general partner of Benchmark Founders' Fund IV-A, L.P.	10/29/2007
	Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C., general partner of Benchmark Founders' Fund IV-B, L.P.	10/29/2007
	Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C., general partner of Benchmark Founders' Fund IV-X, L.P.	10/29/2007
	Steven M. Spurlock, by power of attorney for each of Andrew S. Rachleff	10/29/2007
	Steven M. Spurlock, by power of attorney for Kevin Harvey	10/29/2007
	Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie	10/29/2007
	Steven M. Spurlock, by power of attorney for Alexandre Balkanski	10/29/2007
	** 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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