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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Sinclair William C

(Last)

(First)

(Middle)

2000 POWELL STREET

(Street)

EMERYVILLE

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)
	EVP of Ops. and Bus. Dev.

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2010

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)
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	10/22/2010		F		734	D	$3.15	24,546⁽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)
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)
Employee Stock Option (Right to buy)	$4.9							03/04/2011⁽²⁾⁽³⁾	03/03/2020	Common Stock	17,500		17,500	D
Employee Stock Option (Right to buy)	$4.97							05/21/2009⁽³⁾⁽⁴⁾	05/20/2018	Common Stock	45,000		45,000	D
Employee Stock Option (Right to buy)	$3.2							08/01/2009⁽³⁾⁽⁵⁾	07/23/2016	Common Stock	11,111		11,111	D
Employee Stock Option (Right to buy)	$3.2							08/01/2009⁽³⁾⁽⁵⁾	07/23/2016	Common Stock	66,667		66,667	D
Employee Stock Option (Right to buy)	$3.2							08/01/2009⁽³⁾⁽⁶⁾	07/23/2016	Common Stock	15,000		15,000	D
Employee Stock Option (Right to buy)	$3.2							08/01/2009⁽³⁾⁽⁶⁾	07/23/2016	Common Stock	12,500		12,500	D
Employee Stock Option (Right to buy)	$0.99							09/30/2003⁽³⁾⁽⁷⁾	10/28/2012	Common Stock	83,333		83,333	D

Explanation of Responses:

1. Pursuant to a Separation Agreement and Release entered into between the Company and Mr. Sinclair on October 22, 2010, the date of Mr. Sinclair's termination of employment with the Company, (i) 2,000 shares of restricted stock that were previously unvested became vested immediately, of which 734 shares were surrendered to satisfy tax withholding obligations, and (ii) another 2,000 shares of restricted stock that were previously unvested were forfeited.

2. One-fourth of the shares subject to the option shall vest and become 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.

3. Options ceased to vest upon the termination of Mr. Sinclair's employment with the Company on October 22, 2010. Pursuant to the Separation Agreement and Release noted above, the post-termination exercise period for all options was extended to April 22, 2012.

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. Pursuant to the option exchange program of ZipRealty, Inc. ("Issuer"), Issuer canceled a 10-year option granted to the reporting person with an exercise price between $4.59 and $7.99 per share. In exchange for every three Eligible Options surrendered at this exerise price, the reporting person received two New Options with a seven-year life at an exercise price of $3.20 per share, which was the closing sale price of Issuer's common stock on the NASDAQ Global Market on July 24, 2009. The New Options vest at the rate of 1/36 per month on the first date of each month until fully vested, subject to the reporting person remaining a service provider to Issuer.

6. Pursuant to the option exchange program of ZipRealty, Inc. ("Issuer"), Issuer canceled a 10-year option granted to the reporting person with an exercise price equal to or greater than $8.00 per share. In exchange for every two Eligible Options surrendered at this exercise price, the reporting person received one New Option with a seven-year life at an exercise price of $3.20 per share, which was the closing sale price of Issuer's common stock on the NASDAQ Global Market on July 24, 2009. The New Options vest at the rate of 1/36 per month on the first date of each month until fully vested, subject to the reporting person remaining a service provider to Issuer.

7. One-fourth of the shares subject to the option vested and became exercisable on September 30, 2003 and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.

Remarks:

	/s/ Karen B. Seto, Attorney-in-Fact	10/28/2010
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.