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, Section 17(a) of the Public Utility Holding Company Act of 1935 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ZIPREALTY INC [ ZIPR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year)
11/15/2004 |
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/15/2004 | C | 444,576 | A | ( 1 ) | 444,576 | I | See footnote (2). ( 2 ) | ||
Common Stock | 11/15/2004 | C | 18,387 | A | ( 1 ) | 18,387 | I | See footnote (3). ( 3 ) | ||
Common Stock | 11/15/2004 | C | 512,011 | A | ( 4 ) | 956,587 | I | See footnote (2). ( 2 ) | ||
Common Stock | 11/15/2004 | C | 21,176 | A | ( 4 ) | 39,563 | I | See footnote (3). ( 3 ) | ||
Common Stock | 11/15/2004 | C | 52,561 | A | ( 5 ) | 1,009,148 | I | See footnote (2). ( 2 ) | ||
Common Stock | 11/15/2004 | C | 2,173 | A | ( 5 ) | 41,736 | I | See footnote (3). ( 3 ) | ||
Common Stock | 11/15/2004 | C | 305,433 | A | ( 6 ) | 1,314,581 | I | See footnote (2). ( 2 ) | ||
Common Stock | 11/15/2004 | C | 12,632 | A | ( 6 ) | 54,368 | I | See footnote (3). ( 3 ) | ||
Common Stock | 11/15/2004 | C | 267,266 | A | ( 7 ) | 1,581,847 | I | See footnote (2). ( 2 ) | ||
Common Stock | 11/15/2004 | C | 11,053 | A | ( 7 ) | 65,421 | I | See footnote (3). ( 3 ) | ||
Common Stock | 11/15/2004 | C | 241,928 | A | ( 8 ) | 1,823,775 | I | See footnote (2). ( 2 ) | ||
Common Stock | 11/15/2004 | C | 10,006 | A | ( 8 ) | 75,427 | I | See footnote (3). ( 3 ) | ||
Common Stock | 11/15/2004 | C | 63,717 | A | ( 9 ) | 1,887,492 | I | See footnote (2). ( 2 ) | ||
Common Stock | 11/15/2004 | C | 2,635 | A | ( 9 ) | 78,062 | I | See footnote (3). ( 3 ) | ||
Common Stock | 11/15/2004 | C | 64,764 | A | ( 9 ) | 64,764 | I | See footnote (10). ( 10 ) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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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 A Preferred Stock | ( 1 ) | 11/15/2004 | C | 444,576 | ( 1 ) | ( 1 ) | Common Stock | 444,576 | ( 1 ) | 0 | I | See footnote ( 2 ) | |||
Series A Preferred Stock | ( 1 ) | 11/15/2004 | C | 18,387 | ( 1 ) | ( 1 ) | Common Stock | 18,387 | ( 1 ) | 0 | I | See footnote ( 3 ) | |||
Series B Preferred Stock | ( 4 ) | 11/15/2004 | C | 512,011 | ( 4 ) | ( 4 ) | Common Stock | 512,011 | ( 4 ) | 0 | I | See footnote ( 2 ) | |||
Series B Preferred Stock | ( 4 ) | 11/15/2004 | C | 21,176 | ( 4 ) | ( 4 ) | Common Stock | 21,176 | ( 4 ) | 0 | I | See footnote ( 3 ) | |||
Series C Preferred Stock | ( 5 ) | 11/15/2004 | C | 52,561 | ( 5 ) | ( 5 ) | Common Stock | 52,561 | ( 5 ) | 0 | I | See footnote ( 2 ) | |||
Series C Preferred Stock | ( 5 ) | 11/15/2004 | C | 2,173 | ( 5 ) | ( 5 ) | Common Stock | 2,173 | ( 5 ) | 0 | I | See footnote ( 3 ) | |||
Series D Preferred Stock | ( 6 ) | 11/15/2004 | C | 305,433 | ( 6 ) | ( 6 ) | Common Stock | 305,433 | ( 6 ) | 0 | I | See footnote ( 2 ) | |||
Series D Preferred Stock | ( 6 ) | 11/15/2004 | C | 12,632 | ( 6 ) | ( 6 ) | Common Stock | 12,632 | ( 6 ) | 0 | I | See footnote ( 3 ) | |||
Series E Preferred Stock | ( 7 ) | 11/15/2004 | C | 267,266 | ( 7 ) | ( 7 ) | Common Stock | 267,266 | ( 7 ) | 0 | I | See footnote ( 2 ) | |||
Series E Preferred Stock | ( 7 ) | 11/15/2004 | C | 11,053 | ( 7 ) | ( 7 ) | Common Stock | 11,053 | ( 7 ) | 0 | I | See footnote ( 3 ) | |||
Series E-1 Preferred Stock | ( 8 ) | 11/15/2004 | C | 241,928 | ( 8 ) | ( 8 ) | Common Stock | 241,928 | ( 8 ) | 0 | I | See footnote ( 2 ) | |||
Series E-1 Preferred Stock | ( 8 ) | 11/15/2004 | C | 10,006 | ( 8 ) | ( 8 ) | Common Stock | 10,006 | ( 8 ) | 0 | I | See footnote ( 3 ) | |||
Series F Preferred Stock | ( 9 ) | 11/15/2004 | C | 63,717 | ( 9 ) | ( 9 ) | Common Stock | 63,717 | ( 9 ) | 0 | I | See footnote ( 2 ) | |||
Series F Preferred Stock | ( 9 ) | 11/15/2004 | C | 2,635 | ( 9 ) | ( 9 ) | Common Stock | 2,635 | ( 9 ) | 0 | I | See footnote ( 3 ) | |||
Series F Preferred Stock | ( 9 ) | 11/15/2004 | C | 64,764 | ( 9 ) | ( 9 ) | Common Stock | 64,764 | ( 9 ) | 0 | I | See footnote ( 10 ) | |||
Series E-1 Preferred Stock Purchase Warrant (Right to buy) | $3.93 | 11/15/2004 | C | 120,964 | ( 11 ) | 02/11/2007 | Series E-1 Preferred Stock ( 8 ) | 120,964 | ( 8 ) | 0 | I | See footnote ( 2 ) | |||
Common Stock Purchase Warrant (Right to buy) | $3.93 | 11/15/2004 | C | 120,964 | ( 11 ) | 02/11/2007 | Common Stock | 120,964 | ( 8 ) | 120,964 | I | See footnote ( 2 ) | |||
Series E-1 Preferred Stock Purchase Warrant (Right to buy) | $3.93 | 11/15/2004 | C | 120,964 | ( 11 ) | 04/15/2007 | Series E-1 Preferred Stock ( 8 ) | 120,964 | ( 8 ) | 0 | I | See footnote ( 2 ) | |||
Common Stock Purchase Warrant (Right to buy) | $3.93 | 11/15/2004 | C | 120,964 | ( 11 ) | 04/15/2007 | Common Stock | 120,964 | ( 8 ) | 120,964 | I | See footnote ( 2 ) | |||
Series E-1 Preferred Stock Purchase Warrant (Right to buy) | $3.93 | 11/15/2004 | C | 14,603 | ( 11 ) | 06/27/2008 | Series E-1 Preferred Stock ( 8 ) | 14,603 | ( 8 ) | 0 | I | See footnote ( 2 ) | |||
Common Stock Purchase Warrant (Right to buy) | $3.93 | 11/15/2004 | C | 14,603 | ( 11 ) | 06/27/2008 | Common Stock | 14,603 | ( 8 ) | 14,603 | I | See footnote ( 2 ) | |||
Series E-1 Preferred Stock Purchase Warrant (Right to buy) | $3.93 | 11/15/2004 | C | 5,003 | ( 11 ) | 02/11/2007 | Series E-1 Preferred Stock ( 8 ) | 5,003 | ( 8 ) | 0 | I | See footnote ( 3 ) | |||
Common Stock Purchase Warrant (Right to buy) | $3.93 | 11/15/2004 | C | 5,003 | ( 11 ) | 02/11/2007 | Common Stock | 5,003 | ( 8 ) | 5,003 | I | See footnote ( 3 ) | |||
Series E-1 Preferred Stock Purchase Warrant (Right to buy) | $3.93 | 11/15/2004 | C | 5,003 | ( 11 ) | 04/15/2007 | Series E-1 Preferred Stock ( 8 ) | 5,003 | ( 8 ) | 0 | I | See footnote ( 3 ) | |||
Common Stock Purchase Warrant (Right to buy) | $3.93 | 11/15/2004 | C | 5,003 | ( 11 ) | 04/15/2007 | Common Stock | 5,003 | ( 8 ) | 5,003 | I | See footnote ( 3 ) | |||
Series E-1 Preferred Stock Purchase Warrant (Right to buy) | $3.93 | 11/15/2004 | C | 604 | ( 11 ) | 06/27/2008 | Series E-1 Preferred Stock ( 8 ) | 604 | ( 8 ) | 0 | I | See footnote ( 3 ) | |||
Common Stock Purchase Warrant (Right to buy) | $3.93 | 11/15/2004 | C | 604 | ( 11 ) | 06/27/2008 | Common Stock | 604 | ( 8 ) | 604 | I | See footnote ( 3 ) | |||
Series F Preferred Stock Purchase Warrant (Right to buy) | $3.93 | 11/15/2004 | C | 45,815 | ( 11 ) | 10/28/2007 | Series F Preferred Stock ( 9 ) | 45,815 | ( 9 ) | 0 | I | See footnote ( 2 ) | |||
Common Stock Purchase Warrant (Right to buy) | $3.93 | 11/15/2004 | C | 45,815 | ( 11 ) | 10/28/2007 | Common Stock | 45,815 | ( 9 ) | 45,815 | I | See footnote ( 2 ) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each share of Series A Preferred Stock automatically converted into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock. |
2. Shares are owned directly by Vanguard VI, L.P. ("V6 LP"). Vanguard VI Venture Partners, LLC ("VVP"), the general partner of V6 LP, and 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 of Affiliates, and 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. Each share of Series B Preferred Stock automatically converted into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock. |
5. Each share of Series C Preferred Stock automatically converted into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock. |
6. Each share of Series D Preferred Stock automatically converted into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock. |
7. Each share of Series E Preferred Stock automatically converted into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock. |
8. Each share of Series E-1 Preferred Stock automatically converted into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock. |
9. Each share of Series F Preferred Stock automatically converted into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock. |
10. Shares are owned directly by Vanguard VI Annex Fund, L.P. ("Annex"). VVP, the general partner of Annex, and 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. |
11. Immediately. |
Remarks: |
This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by the Reporting Persons listed on Exhibit 99.1. |
/s/ Anne Rockhold, by power of attorney for Vanguard Venture Partners, L.L.C. | 11/17/2004 | |
/s/ Anne Rockhold, by power of attorney for Vanguard VI Affiliates, L.P. | 11/17/2004 | |
/s/ Anne Rockhold, by power of attorney for Vanguard VI, L.P. | 11/17/2004 | |
/s/ Anne Rockhold, by power of attorney for Vanguard VI Annex Fund, L.P. | 11/17/2004 | |
/s/ Anne Rockhold, by power of attorney for Jack M. Gill | 11/17/2004 | |
/s/ Anne Rockhold, by power of attorney for Robert D. Ulrich | 11/17/2004 | |
** 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. |