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^*

Wood Donald F

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE

SUITE 1200

(Street)

PALO ALTO

94301

(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)

X	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)

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	11/15/2004		C		8,348	A	^{( 1 )}	8,348	D
Common Stock	11/15/2004		C		7,558	A	^{( 2 )}	15,906	D
Common Stock	11/15/2004		C		462,963	A	^{( 3 )}	462,963	I	See footnote ^{( 4 )}
Common Stock	11/15/2004		C		533,187	A	^{( 5 )}	996,150	I	See footnote ^{( 6 )}
Common Stock	11/15/2004		C		54,734	A	^{( 7 )}	1,050,884	I	See footnote ^{( 8 )}
Common Stock	11/15/2004		C		318,065	A	^{( 9 )}	1,368,949	I	See footnote ^{( 10 )}
Common Stock	11/15/2004		C		278,319	A	^{( 1 )}	1,647,268	I	See footnote ^{( 11 )}
Common Stock	11/15/2004		C		251,934	A	^{( 2 )}	1,899,202	I	See footnote ^{( 12 )}
Common Stock	11/15/2004		C		131,116	A	^{( 13 )}	2,030,318	I	See footnote ^{( 14 )}

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			8,348	^{( 1 )}	^{( 1 )}	Common Stock	8,348	^{( 1 )}	0	D
Series E-1 Preferred Stock	^{( 2 )}	11/15/2004		C			7,558	^{( 2 )}	^{( 2 )}	Common Stock	7,558	^{( 2 )}	0	D
Series A Preferred Stock	^{( 3 )}	11/15/2004		C			462,963	^{( 3 )}	^{( 3 )}	Common Stock	462,963	^{( 3 )}	0	I	See footnote ^{( 4 )}
Series B Preferred Stock	^{( 5 )}	11/15/2004		C			533,187	^{( 5 )}	^{( 5 )}	Common Stock	533,187	^{( 5 )}	0	I	See footnote ^{( 6 )}
Series C Preferred Stock	^{( 7 )}	11/15/2004		C			54,734	^{( 7 )}	^{( 7 )}	Common Stock	54,734	^{( 7 )}	0	I	See footnote ^{( 8 )}
Series D Preferred Stock	^{( 9 )}	11/15/2004		C			318,065	^{( 9 )}	^{( 9 )}	Common Stock	318,065	^{( 9 )}	0	I	See footnote ^{( 10 )}
Series E Preferred Stock	^{( 1 )}	11/15/2004		C			278,319	^{( 1 )}	^{( 1 )}	Common Stock	278,319	^{( 1 )}	0	I	See footnote ^{( 11 )}
Series E-1 Preferred Stock	^{( 2 )}	11/15/2004		C			251,934	^{( 2 )}	^{( 2 )}	Common Stock	251,934	^{( 2 )}	0	I	See footnote ^{( 12 )}
Series F Preferred Stock	^{( 13 )}	11/15/2004		C			131,116	^{( 13 )}	^{( 13 )}	Common Stock	131,116	^{( 13 )}	0	I	See footnote ^{( 14 )}
Series E-1 Preferred Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			3,779	^{( 15 )}	02/11/2007	Series E-1 Preferred Stock ^{( 2 )}	3,779	^{( 2 )}	0	D
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		3,779		^{( 15 )}	02/11/2007	Common Stock	3,779	^{( 2 )}	3,779	D
Series E-1 Preferred Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			3,779	^{( 15 )}	04/15/2007	Series E-1 Preferred Stock ^{( 2 )}	3,779	^{( 2 )}	0	D
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		3,779		^{( 15 )}	04/15/2007	Common Stock	3,779	^{( 2 )}	3,779	D
Series E-1 Preferred Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			456	^{( 15 )}	06/27/2008	Series E-1 Preferred Stock ^{( 2 )}	456	^{( 2 )}	0	D
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		456		^{( 15 )}	06/27/2008	Common Stock	456	^{( 2 )}	456	D
Series E-1 Preferred Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			125,967	^{( 15 )}	02/11/2007	Series E-1 Preferred Stock ^{( 2 )}	125,967	^{( 2 )}	0	I	See footnote ^{( 16 )}
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		125,967		^{( 15 )}	02/11/2007	Common Stock	125,967	^{( 2 )}	125,967	I	See footnote ^{( 16 )}
Series E-1 Preferred Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			125,967	^{( 15 )}	04/15/2007	Series E-1 Preferred Stock ^{( 2 )}	125,867	^{( 2 )}	0	I	See footnote ^{( 16 )}
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		125,967		^{( 15 )}	04/15/2007	Common Stock	125,967	^{( 2 )}	125,967	I	See footnote ^{( 16 )}
Series E-1 Preferred Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			15,207	^{( 15 )}	06/27/2008	Series E-1 Preferred Stock ^{( 2 )}	15,207	^{( 2 )}	0	I	See footnote ^{( 17 )}
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		15,207		^{( 15 )}	06/27/2008	Common Stock	15,207	^{( 2 )}	15,207	I	See footnote ^{( 17 )}
Series F Preferred Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			47,710	^{( 15 )}	10/28/2007	Series F Preferred Stock	47,710	^{( 13 )}	0	I	See footnote ^{( 18 )}
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		47,710		^{( 15 )}	10/28/2007	Common Stock	47,710	^{( 13 )}	47,710	I	See footnote ^{( 18 )}
Series F Preferred Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			31,836	^{( 15 )}	12/17/2007	Series F Preferred Stock	31,836	^{( 13 )}	0	I	See footnote ^{( 19 )}
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		31,836		^{( 15 )}	12/17/2007	Common Stock	31,836	^{( 13 )}	31,836	I	See footnote ^{( 19 )}
Series F Preferred Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			31,491	^{( 15 )}	02/18/2008	Series F Preferred Stock	31,491	^{( 13 )}	0	I	See footnote ^{( 20 )}
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		31,491		^{( 15 )}	02/18/2008	Common Stock	31,491	^{( 13 )}	31,491	I	See footnote ^{( 20 )}
Series F Preferred Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			7,643	^{( 15 )}	06/27/2008	Series F Preferred Stock	7,643	^{( 13 )}	0	I	See footnote ^{( 21 )}
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		7,643		^{( 15 )}	06/27/2008	Common Stock	7,643	^{( 13 )}	7,643	I	See footnote ^{( 21 )}

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. Represents 444,576 shares owned directly by Vanguard VI, L.P. ("V6 LP") and 18,387 shares owned directly by Vanguard VI Affiliates Fund, L.P. ("Affiliates"). The Reporting Person is a managing member of Vanguard VI Venture Partners, LLC ("VVP"), the general partner for V6 LP and Affiliates, and may be deemed to share voting and dispositive power over the shares held by each of V6 LP and Affiliates.

5. 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.

6. Represents 512,011 shares owned directly by V6 LP and 21,176 shares owned directly by Affiliates. The Reporting Person is a managing member of VVP, the general partner for V6 LP and Affiliates, and may be deemed to share voting and dispositive power over the shares held by each of V6 LP and Affiliates.

7. 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.

8. Represents 52,561 shares owned directly by V6 LP and 2,173 shares owned directly by Affiliates. The Reporting Person is a managing member of VVP, the general partner for V6 LP and Affiliates, and may be deemed to share voting and dispositive power over the shares held by each of V6 LP and Affiliates.

9. 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.

10. Represents 305,433 shares owned directly by V6 LP and 12,632 shares owned directly by Affiliates. The Reporting Person is a managing member of VVP, the general partner for V6 LP and Affiliates, and may be deemed to share voting and dispositive power over the shares held by each of V6 LP and Affiliates.

11. Represents 267,266 shares owned directly by V6 LP and 11,053 shares owned directly by Affiliates. The Reporting Person is a managing member of VVP, the general partner for V6 LP and Affiliates, and may be deemed to share voting and dispositive power over the shares held by each of V6 LP and Affiliates.

12. Represents 241,928 shares owned directly by V6 LP and 10,006 shares owned directly by Affiliates. The Reporting Person is a managing member of VVP, the general partner for V6 LP and Affiliates, and may be deemed to share voting and dispositive power over the shares held by each of V6 LP and Affiliates.

13. 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.

14. Represents 63,717 shares owned directly by V6 LP, 2,635 shares owned directly by Affiliates and 64,764 shares owned by Vanguard VI Annex Fund, L.P. ("Annex"). The Reporting Person is a managing member of VVP, the general partner for V6 LP, Affiliates and Annex, and may be deemed to share voting and dispositive power over the shares held by each of V6 LP, Affiliates and Annex.

15. Immediately.

16. Represents 120,964 shares owned directly by V6 LP and 5,003 shares owned directly by Affiliates. The Reporting Person is a managing member of VVP, the general partner for V6 LP and Affiliates, and may be deemed to share voting and dispositive power over the shares held by each of V6 LP and Affiliates.

17. Represents 14,603 shares owned directly by V6 LP and 604 shares owned directly by Affiliates. The Reporting Person is a managing member of VVP, the general partner for V6 LP and Affiliates, and may be deemed to share voting and dispositive power over the shares held by each of V6 LP and Affiliates.

18. Represents 45,815 shares owned directly by V6 LP and 1,895 shares owned directly by Affiliates. The Reporting Person is a managing member of VVP, the general partner for V6 LP and Affiliates, and may be deemed to share voting and dispositive power over the shares held by each of V6 LP and Affiliates.

19. Represents 30,572 shares owned directly by V6 LP and 1,264 shares owned directly by Affiliates. The Reporting Person is a managing member of VVP, the general partner for V6 LP and Affiliates, and may be deemed to share voting and dispositive power over the shares held by each of V6 LP and Affiliates.

20. Represents 31,491 shares owned directly by Annex. The Reporting Person is a managing member of VVP, the general partner for Annex, and may be deemed to share voting and dispositive power over the shares held by Annex.

21. Represents 3,690 shares owned directly by V6 LP, 152 shares owned directly by Affiliates and 3,801 shares owned directly by Annex. The Reporting Person is a managing member of VVP, the general partner for V6 LP, Affiliates and Annex, and may be deemed to share voting and dispositive power over the shares held by each of V6 LP, Affiliates and Annex.

	/s/ Anne Rockhold, by power of attorney	11/17/2004
	** Signature of Reporting Person	Date
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