Sec Form 4 Filing - DEMARSE ELISABETH H @ 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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Explanation of Responses:

1. Name and Address of Reporting Person DEMARSE ELISABETH H 2. Issuer Name and Ticker or Trading Symbol ZIPREALTY INC [ ZIPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2000 POWELL STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2014 (Street) EMERYVILLE, CA94608 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( 1 ) 5,000 D $ 6.75 0 D

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 Stock Option (right to buy) $ 2.47 08/14/2014 D( 1 ) 6,666 ( 2 ) 06/01/2021 Common Stock 6,666 $ 4.28 0 D Stock Option (right to buy) $ 3.49 08/14/2014 D( 1 ) 6,666 ( 2 ) 05/19/2020 Common Stock 6,666 $ 3.26 0 D Stock Option (right to buy) $ 3.2 08/14/2014 D( 1 ) 6,666 ( 2 ) 05/20/2019 Common Stock 6,666 $ 3.55 0 D Stock Option (right to buy) $ 4.97 08/14/2014 D( 1 ) 6,666 ( 2 ) 05/20/2018 Common Stock 6,666 $ 1.78 0 D Stock Option (right to buy) $ 7.69 08/14/2014 D( 1 ) 6,666 ( 2 ) 05/23/2017 Common Stock 6,666 $ 0 ( 3 ) 0 D Stock Option (right to buy) $ 9.07 08/14/2014 D( 1 ) 6,666 ( 2 ) 05/24/2016 Common Stock 6,666 $ 0 ( 3 ) 0 D Stock Option (right to buy) $ 13.88 08/14/2014 D( 1 ) 16,666 ( 2 ) 07/25/2015 Common Stock 16,666 $ 0 ( 3 ) 0 D Stock Option (right to buy) $ 1.25 08/14/2014 D( 1 ) 50,000 ( 2 ) 03/07/2022 Common Stock 50,000 $ 5.5 0 D Stock Option (right to buy) $ 1.36 08/14/2014 D( 1 ) 6,666 ( 2 ) 06/06/2022 Common Stock 6,666 $ 5.39 0 D Stock Option (right to buy) $ 2.93 08/14/2014 D( 1 ) 6,666 ( 2 ) 05/29/2023 Common Stock 6,666 $ 3.82 0 D Stock Option (right to buy) $ 3.05 08/14/2014 D( 1 ) 6,666 ( 2 ) 06/04/2024 Common 6,666 $ 3.7 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEMARSE ELISABETH H 2000 POWELL STREET SUITE 300 EMERYVILLE, CA94608 X Signatures /s/ Karen B. Seto, attorney-in-fact 08/15/2014 Signature of Reporting Person Date

( 1 )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. ( 2 )All of the shares subject to the option have vested and become exercisable. ( 3 )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.

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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