Sec Form 4 Filing - KAGLE ROBERT @ ZIPREALTY INC - 2014-08-13

Insider filing report for Changes in Beneficial Ownership
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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
KAGLE ROBERT
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)
(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)
__ 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 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 Derivat ive 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
Stock Option (right to buy) $ 14.08 08/13/2014 D 6,666 ( 10 ) 05/09/2015 Common Stock 6,666 ( 8 ) $ 0 ( 9 ) 0 D
Stock Option (right to buy) $ 9.07 08/13/2014 D 6,666 ( 10 ) 05/25/2016 Common Stoc 6,666 ( 8 ) $ 0 ( 9 ) 0 D
Stock Option (right to buy) $ 7.69 08/13/2014 D 6,666 ( 10 ) 05/24/2017 Common Stoc 6,666 ( 8 ) $ 0 ( 9 ) 0 D
Stock Option (right to buy) $ 4.97 08/13/2014 D 6,666 ( 10 ) 05/24/2018 Common Stoc 6,666 ( 8 ) $ 1.78 0 D
Stock Option (right to buy) $ 3.2 08/13/2014 D 6,666 ( 10 ) 05/20/2019 Common Stoc 6,666 ( 8 ) $ 3.55 0 D
Stock Option (right to buy) $ 3.49 08/13/2014 D 6,666 ( 10 ) 05/19/2020 Common Stoc 6,666 ( 8 ) $ 3.26 0 D
Stock Option (right to buy) $ 2.47 08/13/2014 D 6,666 ( 10 ) 06/01/2021 Common Stoc 6,666 ( 8 ) $ 4.28 0 D
Stock Option (right to buy) $ 1.25 08/13/2014 D 50,000 ( 10 ) 03/07/2022 Common Stoc 50,000 ( 8 ) $ 5.5 0 D
Stock Option (right to buy) $ 2.47 08/13/2014 D 6,666 ( 10 ) 06/01/2021 Common Stoc 6,666 ( 8 ) $ 4.28 0 D
Stock Option (right to buy) $ 3.05 08/13/2014 D 6,666 ( 10 ) 06/01/2021 Common Stoc 6,666 ( 8 ) $ 3.7 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KAGLE ROBERT
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X X
Signatures
Steven M. Spurlock, by power of attorney for Robert Kagle 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.
( 8 )These Stock Options, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration, less the exercise price of the option.
( 9 )Any option with an exercise price greater than or equal to $6.75 per share was cancelled at the effective time of the merger without the payment of any consideration.
( 10 )All of the shares subject to the option have vested and become exercisable.

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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