Sec Form 4 Filing - BENCHMARK CAPITAL MANAGEMENT CO IV LLC @ ZIPREALTY INC - 2014-08-13

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

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1. Name and Address of Reporting Person BENCHMARK CAPITAL MANAGEMENT CO IV LLC 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) (Last) (First) (Middle) 2965 WOODSIDE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2014 (Street) WOODSIDE, CA94062 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 08/13/2014 U( 7 ) 2,570,121 D $ 6.75 0 I See footnote ( 1 ) Common Stock 08/13/2014 U( 7 ) 736,923 D $ 6.75 0 I See footnote ( 2 ) Common Stock 08/13/2014 U( 7 ) 96,121 D $ 6.75 0 I See footnote ( 3 ) Common Stock 08/13/2014 U( 7 ) 28,615 D $ 6.75 0 I See footnote ( 4 ) Common Stock 08/13/2014 U( 7 ) 200,008 D $ 6.75 0 I See footnote ( 5 ) Common Stock 08/13/2014 U( 7 ) 4,208,387 D $ 6.75 0 I See footnote ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Se curity (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BENCHMARK CAPITAL MANAGEMENT CO IV LLC 2965 WOODSIDE ROAD WOODSIDE, CA94062 X BENCHMARK CAPITAL PARTNERS IV LP 2965 WOODSIDE ROAD WOODSIDE, CA94062 X BENCHMARK FOUNDERS FUND IV LP 2965 WOODSIDE ROAD WOODSIDE, CA94062 X BENCHMARK FOUNDERS FUND IV A LP 2965 WOODSIDE ROAD WOODSIDE, CA94062 X BENCHMARK FOUNDERS FUND IV-B LP 2965 WOODSIDE ROAD WOODSIDE, CA94062 X BENCHMARK FOUNDERS FUND IV-X LP 2965 WOODSIDE ROAD WOODSIDE, CA94062 X HARVEY KEVIN 2965 WOODSIDE ROAD WOODSIDE, CA94062 X DUNLEVIE BRUCE 2965 WOODSIDE ROAD WOODSIDE, CA94062 X GURLEY J WILLIAM 2965 WOODSIDE ROAD WOODSIDE, CA94062 X SPURLOCK STEVEN M 2965 WOODSIDE ROAD WOODSIDE, CA94062 X Signatures Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C. 08/15/2014 Signature of Reporting Person Date Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C., general partner of Benchmark Capital Partners IV, L.P. 08/15/2014 Signature of Reporting Person Date Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C., general partner of Benchmark Founders' Fund IV, L.P. 08/15/2014 Signature of Reporting Person Date Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C., general partner of Benchmark Founders' Fund IV-A, L.P. 08/15/2014 Signature of Reporting Person Date Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C., general partner of Benchmark Founders' Fund IV-B, L.P. 08/15/2014 Signature of Reporting Person Date Steven M. Spurlock, as managing member of Benchmark Capital Management Co., IV, L.L.C., general partner of Benchmark Founders' Fund IV-X, L.P. 08/15/2014 Signature of Reporting Person Date Steven M. Spurlock, by power of attorney for Kevin Harvey 08/15/2014 Signature of Reporting Person Date Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie 08/15/2014 Signature of Reporting Person Date Steven M. Spurlock, by power of attorney for J. William Gurley 08/15/2014 Signature of Reporting Person Date Steven M. Spurlock 08/15/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are directly held by Benchmark Capital Partners IV, L.P. ("BCP IV"). ( 2 )Shares are directly held by Benchmark Founders' Fund IV, L.P. ("BFF IV"). ( 3 )Shares are directly held by Benchmark Founders' Fund IV-A, L.P. ("BFF IV-A"). ( 4 )Shares are directly held by Benchmark Founders' Fund IV-B, L.P. ("BFF IV-B"). ( 5 )Shares are directly held by Benchmark Founders' Fund IV-X , L.P. ("BFF IV-X"). ( 6 )Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the Designated Filer and general partner of each of BCP IV, BFF IV, BFF IV-A, BFF IV-B and BFF IV-X, may be deemed to have had the sole voting and dispositive power over the 4,208,387 shares of the Issuer's Common Stock held by BCP IV and its affiliated funds and associated persons (the "Benchmark IV Funds"). BCMC IV and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC IV or its managing members are the beneficial owner of these shares for purposes of Section 16 of any other purpose. ( 7 )Pursuant to an Agreement and Plan of Merger dated as of July 15, 2014, among the Issuer, Realogy Group LLC, and Honeycomb Acquisition, Inc. ("Purchaser"), a wholly owned indirect subsidiary of Realogy Group LLC: (i) on August 13, 2014, Purchaser accepted all the shares of the Issuer's common stock tendered to it at a price of $6.75 per share in cash, at which time each outstanding and unvested option to purchase shares of the Issuer's common stock vested in full; and (ii) on August 14, 2014, Purchaser was merged with and into the Issuer, at which time each outstanding share of the Issuer's common stock was converted into the right to receive $6.75 in cash, and each outstanding option to purchase shares of the Issuer's common stock was cancelled in exchange for a cash payment equal to $6.75 less the option exercise price, in each case payable without interest and less any required withholding taxes. All transactions reported in this Form 4 relate to the foregoing events.

Remarks: Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert Kagle and Steven M. Spurlock are the managing members of BCMC IV, which serves as the general partner to each of BCP IV, BFF IV, BFF IV-A, BFF IV-B and BFF IV-X. 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 three reports, each on a separate Form 4, but relating to the same transaction being filed by BCMC IV, its managing members and the Benchmark IV Funds.

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).

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