Sec Form 4 Filing - Griffith Scott W. @ ZIPCAR INC - 2013-03-05

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Griffith Scott W.
2. Issuer Name and Ticker or Trading Symbol
ZIPCAR INC [ ZIP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman of the Board & CEO
(Last) (First) (Middle)
C/O ZIPCAR, INC., 25 FIRST STREET, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/05/2013
(Street)
CAMBRIDGE, MA02141
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/05/2013 G 17,734 D $ 0 25,287 I See Footnote ( 1 )
Common Stock 03/05/2013 G 17,734 A $ 0 459,713 D
Common Stock 03/11/2013 M 375,000 A $ 0.98 834,713 D
Common Stock 03/11/2013 M 12,360 A $ 5.1 847,073 D
Common Stock 03/11/2013 M 28,907 A $ 8.74 875,980 D
Common Stock 03/11/2013 S 25,580 D $ 12.2489 ( 2 ) 850,100 D
Common Stock 87,500 I See Footnote ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Incentive Stock Option (Right to Buy) $ 0.98 03/11/2013 M 375,000 ( 4 ) 11/30/2015 Common Stock 375,000 $ 0 0 D
Incentive Stock Option (Right to Buy) $ 5.1 03/11/2013 M 12,360 ( 5 ) 11/03/2018 Common Stock 12,360 $ 0 0 D
Incentive Stock Option (Right to Buy) $ 8.74 03/11/2013 M 28,907 ( 6 ) 02/25/2020 Common Stock 28,907 $ 0 9,637 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Griffith Scott W.
C/O ZIPCAR, INC., 25 FIRST STREET
4TH FLOOR
CAMBRIDGE, MA02141
X Chairman of the Board & CEO
Signatures
/s/ Dean J. Breda, Attorney-in-Fact for Scott W. Griffith 03/13/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Held by the Scott W. Griffith Qualified Annuity Trust, of which Mr. Griffith is trustee. Mr. Griffith disclaims beneficial ownership of the shares held by Scott W. Griffith Qualified Annuity Trust, except to the extent of his pecuniary interest therein.
( 2 )Average price of shares sold. Shares sold in the price range of $12.24 to $12.255.
( 3 )Held by the Black Bear Trust, of which Mr. Griffith is trustee. Mr. Griffith disclaims beneficial ownership of the shares held by Black Bear Trust, except to the extent of his pecuniary interest therein.
( 4 )This option became exercisable as to 25% of the shares subject to this option on November 30, 2006. The remainder of the shares subject to this option became exercisable in 36 equal installments thereafter.
( 5 )This option became exercisable in 48 equal monthly installments beginning on December 3, 2008.
( 6 )This option became exercisable in 48 equal monthly installments beginning on March 25, 2010.

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.