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^*

Burke Joan L.

(Last)

(First)

(Middle)

2000 POWELL STREET

SUITE 300

(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)
	VP, Human Resources

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)
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	04/01/2012		F		838	D	$1.37	6,245⁽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)	$2.9							03/05/2012⁽²⁾	03/04/2021	Common Stock	37,500		37,500	D
Employee Stock Option (Right to Buy)	$4.9							03/04/2011⁽³⁾	03/03/2020	Common Stock	20,000		20,000	D
Employee Stock Option (Right to Buy)	$4.17							09/09/2010⁽⁴⁾	09/08/2019	Common Stock	40,000		40,000	D
Employee Stock Option (Right to Buy)	$4.43							09/02/2009⁽⁵⁾	09/01/2018	Common Stock	60,000		60,000	D

Explanation of Responses:

1. These shares include 2,000 shares of restricted stock granted on March 4, 2010 which vested on April 1, 2012, less 838 shares surrendered as reported herein to satisfy a tax withholding obligation, in accordance with the terms of the related Restricted Stock Award Agreement.

2. One-fourth of the shares subject to the option shall vest and become exercisable on March 5, 2012, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.

3. One-fourth of the shares subject to the option vested and became 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.

4. One-fourth of the shares subject to the option vested and became exercisable on September 9, 2010, 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 vested and became exercisable on September 2, 2009, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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