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, 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^*

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)
11/15/2004

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	11/15/2004		C		420,713	A	^{( 1 )}	1,467,543	D ^{( 2 )}
Common Stock	11/15/2004		C		120,641	A	^{( 1 )}	420,823	D ^{( 3 )}
Common Stock	11/15/2004		C		15,734	A	^{( 1 )}	54,885	D ^{( 4 )}
Common Stock	11/15/2004		C		4,684	A	^{( 1 )}	16,339	D ^{( 5 )}
Common Stock	11/15/2004		C		38,965	A	^{( 1 )}	135,919	D ^{( 6 )}
Common Stock	11/15/2004		C		600,737	A	^{( 1 )}	2,095,459	I	See footnote (7). ^{( 7 )}
Common Stock	11/15/2004		C		621,815	A	^{( 1 )}	2,169,035	I	See footnote (8). ^{( 8 )}
Common Stock	11/15/2004		C		621,815	A	^{( 1 )}	2,169,035	I	See footnote (9). ^{( 9 )}
Common Stock	11/15/2004		C		621,815	A	^{( 1 )}	2,169,035	I	See footnote (10). ^{( 10 )}
Common Stock	11/15/2004		C		609,168	A	^{( 1 )}	2,124,902	I	See footnote (11). ^{( 11 )}
Common Stock	11/15/2004		C		380,828	A	^{( 12 )}	1,848,371	D ^{( 2 )}
Common Stock	11/15/2004		C		109,204	A	^{( 12 )}	530,027	D ^{( 3 )}
Common Stock	11/15/2004		C		14,242	A	^{( 12 )}	69,127	D ^{( 4 )}
Common Stock	11/15/2004		C		4,240	A	^{( 12 )}	20,579	D ^{( 5 )}
Common Stock	11/15/2004		C		35,270	A	^{( 12 )}	171,189	D ^{( 6 )}
Common Stock	11/15/2004		C		543,784	A	^{( 12 )}	2,639,243	I	See footnote (13). ^{( 13 )}
Common Stock	11/15/2004		C		562,864	A	^{( 12 )}	2,731,899	I	See footnote (14). ^{( 14 )}
Common Stock	11/15/2004		C		562,864	A	^{( 12 )}	2,731,899	I	See footnote (15). ^{( 15 )}
Common Stock	11/15/2004		C		562,864	A	^{( 12 )}	2,731,899	I	See footnote (16). ^{( 16 )}
Common Stock	11/15/2004		C		551,416	A	^{( 12 )}	2,676,318	I	See footnote (17). ^{( 17 )}
Common Stock	11/15/2004		C		463,150	A	^{( 18 )}	2,311,521	D ^{( 2 )}
Common Stock	11/15/2004		C		132,810	A	^{( 18 )}	662,837	D ^{( 3 )}
Common Stock	11/15/2004		C		17,322	A	^{( 18 )}	86,449	D ^{( 4 )}
Common Stock	11/15/2004		C		5,157	A	^{( 18 )}	25,736	D ^{( 5 )}
Common Stock	11/15/2004		C		12,009	A	^{( 18 )}	183,198	D ^{( 6 )}
Common Stock	11/15/2004		C		630,448	A	^{( 18 )}	3,269,691	I	See footnote (19). ^{( 19 )}
Common Stock	11/15/2004		C		654,617	A	^{( 18 )}	3,386,516	I	See footnote (20). ^{( 20 )}
Common Stock	11/15/2004		C		654,617	A	^{( 18 )}	3,386,516	I	See footnote (21). ^{( 21 )}
Common Stock	11/15/2004		C		654,617	A	^{( 18 )}	3,386,516	I	See footnote (22). ^{( 22 )}
Common Stock	11/15/2004		C		640,116	A	^{( 18 )}	3,316,434	I	See footnote (23) ^{( 23 )}

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)
Series E Preferred Stock	^{( 1 )}	11/15/2004		C			420,713	^{( 1 )}	^{( 1 )}	Common Stock	420,713	^{( 1 )}	0	D ^{( 2 )}
Series E Preferred Stock	^{( 1 )}	11/15/2004		C			120,641	^{( 1 )}	^{( 1 )}	Common Stock	120,641	^{( 1 )}	0	D ^{( 3 )}
Series E Preferred Stock	^{( 1 )}	11/15/2004		C			15,734	^{( 1 )}	^{( 1 )}	Common Stock	15,734	^{( 1 )}	0	D ^{( 4 )}
Series E Preferred Stock	^{( 1 )}	11/15/2004		C			4,684	^{( 1 )}	^{( 1 )}	Common Stock	4,684	^{( 1 )}	0	D ^{( 5 )}
Series E Preferred Stock	^{( 1 )}	11/15/2004		C			38,965	^{( 1 )}	^{( 1 )}	Common Stock	38,965	^{( 1 )}	0	D ^{( 6 )}
Series E Preferred Stock	^{( 1 )}	11/15/2004		C			600,737	^{( 1 )}	^{( 1 )}	Common Stock	600,737	^{( 1 )}	0	I	See footnote (24). ^{( 24 )}
Series E Preferred Stock	^{( 1 )}	11/15/2004		C			621,815	^{( 1 )}	^{( 1 )}	Common Stock	621,815	^{( 1 )}	0	I	See footnote (25). ^{( 25 )}
Series E Preferred Stock	^{( 1 )}	11/15/2004		C			621,815	^{( 1 )}	^{( 1 )}	Common Stock	621,815	^{( 1 )}	0	I	See footnote (26). ^{( 26 )}
Series E Preferred Stock	^{( 1 )}	11/15/2004		C			621,815	^{( 1 )}	^{( 1 )}	Common Stock	621,815	^{( 1 )}	0	I	See footnote (27). ^{( 27 )}
Series E Preferred Stock	^{( 1 )}	11/15/2004		C			609,168	^{( 1 )}	^{( 1 )}	Common Stock	609,168	^{( 1 )}	0	I	See footnote (28). ^{( 28 )}
Series E-1 Preferred Stock	^{( 12 )}	11/15/2004		C			380,828	^{( 12 )}	^{( 12 )}	Common Stock	380,828	^{( 12 )}	0	D ^{( 2 )}
Series E-1 Preferred Stock	^{( 12 )}	11/15/2004		C			109,204	^{( 12 )}	^{( 12 )}	Common Stock	109,204	^{( 12 )}	0	D ^{( 3 )}
Series E-1 Preferred Stock	^{( 12 )}	11/15/2004		C			14,242	^{( 12 )}	^{( 12 )}	Common Stock	14,242	^{( 12 )}	0	D ^{( 4 )}
Series E-1 Preferred Stock	^{( 12 )}	11/15/2004		C			4,240	^{( 12 )}	^{( 12 )}	Common Stock	4,240	^{( 12 )}	0	D ^{( 5 )}
Series E-1 Preferred Stock	^{( 12 )}	11/15/2004		C			35,270	^{( 12 )}	^{( 12 )}	Common Stock	35,270	^{( 12 )}	0	D ^{( 6 )}
Series E-1 Preferred Stock	^{( 12 )}	11/15/2004		C			543,784	^{( 12 )}	^{( 12 )}	Common Stock	543,784	^{( 12 )}	0	I	See footnote (29). ^{( 29 )}
Series E-1 Preferred Stock	^{( 12 )}	11/15/2004		C			562,864	^{( 12 )}	^{( 12 )}	Common Stock	562,864	^{( 12 )}	0	I	See footnote (30). ^{( 30 )}
Series E-1 Preferred Stock	^{( 12 )}	11/15/2004		C			562,864	^{( 12 )}	^{( 12 )}	Common Stock	562,864	^{( 12 )}	0	I	See footnote (31). ^{( 31 )}
Series E-1 Preferred Stock	^{( 12 )}	11/15/2004		C			562,864	^{( 12 )}	^{( 12 )}	Common Stock	562,864	^{( 12 )}	0	I	See footnote (32). ^{( 32 )}
Series E-1 Preferred Stock	^{( 12 )}	11/15/2004		C			551,416	^{( 12 )}	^{( 12 )}	Common Stock	551,416	^{( 12 )}	0	I	See footnote (33). ^{( 33 )}
Series F Preferred Stock	^{( 18 )}	11/15/2004		C			463,150	^{( 18 )}	^{( 18 )}	Common Stock	463,150	^{( 18 )}	0	D ^{( 2 )}
Series F Preferred Stock	^{( 18 )}	11/15/2004		C			132,810	^{( 18 )}	^{( 18 )}	Common Stock	132,810	^{( 18 )}	0	D ^{( 3 )}
Series F Preferred Stock	^{( 18 )}	11/15/2004		C			17,322	^{( 18 )}	^{( 18 )}	Common Stock	17,322	^{( 18 )}	0	D ^{( 4 )}
Series F Preferred Stock	^{( 18 )}	11/15/2004		C			5,157	^{( 18 )}	^{( 18 )}	Common Stock	5,157	^{( 18 )}	0	D ^{( 5 )}
Series F Preferred Stock	^{( 18 )}	11/15/2004		C			12,009	^{( 18 )}	^{( 18 )}	Common Stock	12,009	^{( 18 )}	0	D ^{( 6 )}
Series F Preferred Stock	^{( 18 )}	11/15/2004		C			630,448	^{( 18 )}	^{( 18 )}	Common Stock	630,448	^{( 18 )}	0	I	See footnote (34). ^{( 34 )}
Series F Preferred Stock	^{( 18 )}	11/15/2004		C			654,617	^{( 18 )}	^{( 18 )}	Common Stock	654,617	^{( 18 )}	0	I	See footnote (35). ^{( 35 )}
Series F Preferred Stock	^{( 18 )}	11/15/2004		C			654,617	^{( 18 )}	^{( 18 )}	Common Stock	654,617	^{( 18 )}	0	I	See footnote (36). ^{( 36 )}
Series F Preferred Stock	^{( 18 )}	11/15/2004		C			654,617	^{( 18 )}	^{( 18 )}	Common Stock	654,617	^{( 18 )}	0	I	See footnote (37). ^{( 37 )}
Series F Preferred Stock	^{( 18 )}	11/15/2004		C			640,116	^{( 18 )}	^{( 18 )}	Common Stock	640,116	^{( 18 )}	0	I	See footnote (38). ^{( 38 )}

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

Explanation of Responses:

1. Each share of Series E Preferred Stock shall automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock.

2. Shares owned by Benchmark Capital Partners IV, L.P. ("BCP IV").

3. Shares owned by Benchmark Founders' Fund IV, L.P. ("BFF IV").

4. Shares owned directly by Benchmark Founders' Fund IV-A, L.P. ("BFF IV-A").

5. Shares owned directly by Benchmark Founders' Fund IV-B, L.P. ("BFF IV-B").

6. Shares owned directly by Benchmark Founders' Fund IV-X, L.P. ("BFF IV-X").

7. Benchmark Capital Management Co. IV, L.L.C. ("BCMC IV"), the Designated Filer, is the general partner of each of BCP IV, BFF IV-A, BFF IV-B, BFF IV-X, and may be deemed to have the sole voting and dispositive power over the 600,737 shares of Common Stock held by such entities. BCMC IV and each od its managing members disclaim beneficial ownership of the shares held by such entities except to the extent of any pecuniary interest therein.

8. Andrew S. Rachleff, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 600,737 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Rachleff may be deemed to share voting and dispositive power over 21,078 shares of Common Stock held by his family trust.

9. Kevin Harvey, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 600,737 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Harvey may be deemed to share voting and dispositive power over 21,078 shares of Common Stock held by his family trust.

10. Bruce W. Dunlevie, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 600,737 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Dunlevie may be deemed to share voting and dispositive power over 21,078 shares of Common Stock held by his family trust.

11. Alexandre Balkanski, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 600,737 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Balkanski may be deemed to share voting and dispositive power over 8,431 shares of Common Stock held by his family trust.

12. Each share of Series E-1 Preferred Stock shall automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock.

13. BCMC IV, the Designated Filer, is the general partner of each of BCP IV, BFF IV, BFF IV-A, BFF IV-B, BFF IV-X, and may be deemed to have the sole voting and dispositive power over the 543,784 shares of Common Stock held by such entities. BCMC IV and each of its managing members disclaim beneficial ownership of the shares held by such entities except to the extent of any pecuniary interest therein.

14. Andrew S. Rachleff, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 543,784 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Rachleff may be deemed to share voting and dispositive power over 19,080 shares of Common Stock held by his family trust.

15. Kevin Harvey, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 543,784 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Harvey may be deemed to share voting and dispositive power over 19,080 shares of Common Stock held by his family trust

16. Bruce W. Dunlevie, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 543,784 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Dunlevie may be deemed to share voting and dispositive power over 19,080 shares of Common Stock held by his family trust.

17. Alexandre Balkanski, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 543,784 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Balkanski may be deemed to share voting and dispositive power over 7,632 shares of Common Stock held by his family trust.

18. Each share of Series F Preferred Stock shall automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock.

19. BCMC IV, the Designated Filer, is the general partner of each of BCP IV, BFF IV, BFF IV-A, BFF IV-B, BFF IV-X, and may be deemed to have the sole voting and dispositive power over the 630,448 shares of Common Stock held by such entities. BCMC IV and each of its managing members disclaim beneficial ownership of the shares held by such entities except to the extent of any pecuniary interest therein.

20. Andrew S. Rachleff, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 630,448 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Rachleff may be deemed to share voting and dispositive power over 24,169 shares of Common Stock held by his family trust. Upon the conversion of each of the Series B, Series C, Series D, Series E, Series E-1 and Series F Preferred Stock, Mr. Rachleff may be deemed to share voting and dispositive power over 3,269,741 shares of Common Stock that may be deemed beneficially held by BCMC IV and 116,775 shares of Common Stock held by his family trust.

21. Kevin Harvey, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 630,448 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Harvey may be deemed to share voting and dispositive power over 24,169 shares of Common Stock held by his family trust. Upon the conversion of each of the Series B, Series C, Series D, Series E, Series E-1 and Series F Preferred Stock, Mr. Harvey may be deemed to share voting and dispositive power over 3,269,741 shares of Common Stock that may be deemed beneficially held by BCMC IV and 116,775 shares of Common Stock held by his family trust.

22. Bruce W. Dunlevie, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 630,448 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Dunlevie may be deemed to share voting and dispositive power over 24,169 shares of Common Stock held by his family trust. Upon the conversion of each of the Series B, Series C, Series D, Series E, Series E-1 and Series F Preferred Stock, Mr. Dunlevie may be deemed to share voting and dispositive power over 3,269,741 shares of Common Stock that may be deemed beneficially held by BCMC IV and 116,775 shares of Common Stock held by his family trust.

23. Alexandre Balkanski, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 630,448 shares of Common Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Balkanski may be deemed to share voting and dispositive power over 9,668 shares of Common Stock held by his family trust. Upon the conversion of each of the Series B, Series C, Series D, Series E, Series E-1 and Series F Preferred Stock, Mr. Balkanski may be deemed to share voting and dispositive power over 3,269,741 shares of Common Stock that may be deemed beneficially held by BCMC IV and 46,711 shares of Common Stock held by his family trust.

24. BCMC IV, the Designated Filer, is the general partner of each BCP IV, BFF IV-A, BFF IV-B, BFF IV-X, and may be deemed to have the sole voting and dispositive power over the 600,737 shares of Series E Preferred Stock held by such entities. BCMC IV and each of its managing members disclaim beneficial ownership of the shares held by such entities except to the extent of any pecuniary interest therein.

25. Andrew S. Rachleff, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 600,737 shares of Series E Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Rachleff may be deemed to share voting and dispositive power over 21,078 shares of Series E Preferred Stock held by his family trust.

26. Kevin Harvey, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 600,737 shares of Series E Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Harvey may be deemed to share voting and dispositive power over 21,078 shares of Series E Preferred Stock held by his family trust.

27. Bruce W. Dunlevie, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 600,737 shares of Series E Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Dunlevie may be deemed to share voting and dispositive power over 21,078 shares of Series E Preferred Stock held by his family trust.

28. Alexandre Balkanski, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 600,737 shares of Series E Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Balkanski may be deemed to share voting and dispositive power over 8,431 shares of Series E Preferred Stock held by his family trust.

29. BCMC IV, the Designated Filer, is the general partner of each BCP IV, BFF IV, BFF IV-A, BFF IV-B, BFF IV-X, and may be deemed to have the sole voting and dispositive power over the 543,784 shares of Series E-1 Preferred Stock held by such entities. BCMC IV and each of its managing members disclaim beneficial ownership of the shares held by such entities except to the extent of any pecuniary interest therein.

30. Andrew S. Rachleff, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 543,784 shares of Series E-1 Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Rachleff may be deemed to share voting and dispositive power over 19,080 shares of Series E-1 Preferred Stock held by his family trust.

31. Kevin Harvey, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 543,784 shares of Series E-1 Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Harvey may be deemed to share voting and dispositive power over 19,080 shares of Series E-1 Preferred Stock held by his family trust.

32. Bruce W. Dunlevie, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 543,784 shares of Series E-1 Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Dunlevie may be deemed to share voting and dispositive power over 19,080 shares of Series E-1 Preferred Stock held by his family trust.

33. Alexandre Balkanski, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 543,784 shares of Series E-1 Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Balkanski may be deemed to share voting and dispositive power over 7,632 shares of Series E-1 Preferred Stock held by his family trust.

34. BCMC IV, the Designated Filer, is the general partner of each BCP IV, BFF IV, BFF IV-A, BFF IV-B, BFF IV-X, and may be deemed to have the sole voting and dispositive power over the 630,448 shares of Series F Preferred Stock held by such entities. BCMC IV and each of its managing members disclaim beneficial ownership of the shares held by such entities except to the extent of any pecuniary interest therein.

35. Andrew S. Rachleff, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 630,448 shares of Series F Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Rachleff may be deemed to share voting and dispositive power over 24,169 shares of Series F Preferred Stock held by his family trust.

36. Kevin Harvey, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 630,448 shares of Series F Perferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Harvey may be deemed to share voting and dispositive power over 24,169 shares of Series F Preferred Stock held by his family trust.

37. Bruce W. Dunlevie, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 630,448 shares of Series F Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Dunlevie may be deemed to share voting and dispositive power over 24,169 shares of Series F Preferred Stock held by his family trust.

38. Alexandre Balkanski, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 630,448 shares of Series F Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Balkanski may be deemed to share voting and dispositive power over 9,668 shares of Series F Preferred Stock held by his family trust.

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 Benchmark Capital Management Co. IV, L.L.C., which serves as general partner to Benchmark Capital Partners IV, L.P., Benchmark Founders' Fund IV, Benchmark Founders' Fund IV-A, L.P., Benchmark Founders' Fund IV-B, L.P. and Benchmark Founders' Fund IV-X, L.P. 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 twelve 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/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C.	11/16/2004
	/s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C., general partner of Benchmark Capital Partners IV, L.P.	11/16/2004
	/s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C., general partner of Benchmark Capital Founders' Fund IV, L.P.	11/16/2004
	/s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C., general partner of Benchmark Capital Founders' Fund IV-A, L.P.	11/16/2004
	/s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C., general partner of Benchmark Capital Founders' Fund IV-B, L.P.	11/16/2004
	/s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C., general partner of Benchmark Capital Founders' Fund IV-X, L.P.	11/16/2004
	/s/ Steven M. Spurlock, by power of attorney for Andrew S. Rachleff	11/16/2004
	/s/ Steven M. Spurlock, by power of attorney for Kevin Harvey	11/16/2004
	/s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie	11/16/2004
	/s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski	11/16/2004
	** 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.