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*
Vanguard VI Venture Partners, L.L.C.
(Last) (First) (Middle)
560 S. WINCHESTER BLVD.
SUITE 500
(Street)
SAN JOSE CA 95128
(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)
06/16/2008
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 06/16/2008 X 14,603 A $3.93 2,044,255 I See footnote.(2)
Common Stock 06/16/2008 S(1) 12,520 D $4.584 2,031,735 I See footnote.(2)
Common Stock 06/16/2008 X 3,690 A $3.93 2,035,425 I See footnote.(2)
Common Stock 06/16/2008 S(1) 3,164 D $4.584 2,032,261 I See footnote.(2)
Common Stock 06/16/2008 X 604 A $3.93 84,544 I See footnote.(3)
Common Stock 06/16/2008 S(1) 518 D $4.584 84,026 I See footnote.(3)
Common Stock 06/16/2008 X 152 A $3.93 84,178 I See footnote.(3)
Common Stock 06/16/2008 S(1) 131 D $4.584 84,047 I See footnote.(3)
Common Stock 06/16/2008 X 3,801 A $3.93 76,979 I See footnote.(4)
Common Stock 06/16/2008 S(1) 3,259 D $4.584 73,720 I See footnote.(4)
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 E-1 Preferred Stock Purchase Warrant $3.93 06/16/2008 X 14,603 (5) 06/27/2008 Common Stock 14,603 $0 0 I See footnote.(2)
Series F Preferred Stock Purchase Warrant $3.93 06/16/2008 X 3,690 (5) 06/27/2008 Common Stock 3,690 $0 0 I See footnote.(2)
Series E-1 Preferred Stock Purchase Warrant $3.93 06/16/2008 X 604 (5) 06/27/2008 Common Stock 604 $0 0 I See footnote.(3)
Series F Preferred Stock Purchase Warrant $3.93 06/16/2008 X 152 (5) 06/27/2008 Common Stock 152 $0 0 I See footnote.(3)
Series F Preferred Stock Purchase Warrant $3.93 06/16/2008 X 3,801 (5) 06/27/2008 Common Stock 3,801 $0 0 I See footnote.(4)
1. Name and Address of Reporting Person*
Vanguard VI Venture Partners, L.L.C.
(Last) (First) (Middle)
560 S. WINCHESTER BLVD.
SUITE 500
(Street)
SAN JOSE CA 95128
(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*
Vanguard VI, L.P.
(Last) (First) (Middle)
560 S. WINCHESTER BLVD.
SUITE 500
(Street)
SAN JOSE CA 95128
(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*
VANGUARD VI AFFILIATES FUND L P
(Last) (First) (Middle)
560 S. WINCHESTER BLVD.
SUITE 500
(Street)
SAN JOSE CA 95128
(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*
VANGUARD VI ANNEX FUND L P
(Last) (First) (Middle)
560 S. WINCHESTER BLVD.
SUITE 500
(Street)
SAN JOSE CA 95128
(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*
GILL JACK M
(Last) (First) (Middle)
560 S. WINCHESTER BLVD.
SUITE 500
(Street)
SAN JOSE CA 95128
(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*
ULRICH ROBERT D
(Last) (First) (Middle)
560 S. WINCHESTER BLVD.
SUITE 500
(Street)
SAN JOSE CA 95128
(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. This represents shares that were withheld by the issuer pursuant to the net exercise feature for the exercise of the warrants reported herein.
2. Shares are owned directly by Vanguard VI, L.P. ("V6 LP"). Vanguard VI Venture Partners, LLC ("VVP"), the general partner for V6 LP, and Donald Wood, Jack M. Gill and Robert D. Ulrich, managing members of VVP, may be deemed to share voting and dispositive power over the shares held by V6 LP and disclaim beneficial ownership of shares held by V6 LP except to the extent of any pecuniary interest therein.
3. Shares are owned directly by Vanguard VI Affiliates Fund, L.P. ("Affiliates"). VVP, the general partner for Affiliates, and Donald Wood, Jack M. Gill and Robert D. Ulrich, managing members of VVP, may be deemed to share voting and dispositive power over the shares held by Affiliates and disclaim beneficial ownership of shares held by Affiliates except to the extent of any pecuniary interest therein.
4. Shares are owned directly by Vanguard VI Annex Fund, L.P. ("Annex"). VVP, the general partner for Annex, and Donald Wood, Jack M. Gill and Robert D. Ulrich, managing members of VVP, may be deemed to share voting and dispositive power over the shares held by Annex and disclaim beneficial ownership of shares held by Annex except to the extent of any pecuniary interest therein.
5. Warrants were immediately exercisable following issuance.
Ken Shilling, by power of attorney for Vanguard VI Venture Partners, LLC 02/11/2009
Ken Shilling, by power of attorney for Vanguard VI, L.P. 02/11/2009
Ken Shilling, by power of attorney for Vanguard VI Affiliates Fund, L.P. 02/11/2009
Ken Shilling, by power of attorney for Vanguard VI Annex Fund, L.P. 02/11/2009
Ken Shilling, by power of attorney for Jack M. Gill 02/11/2009
Ken Shilling, by power of attorney for Robert D. Ulrich 02/11/2009
** 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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