Sec Form 4 Filing - Zinberg Marina @ Bidz.com, Inc. - 2012-06-19

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 Zinberg Marina 2. Issuer Name and Ticker or Trading Symbol Bidz.com, Inc. [ BIDZ] 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) 3562 EASTHAM DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/19/2012 (Street) CULVER CITY, CA90232 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 06/19/2012 S 500,000 D $ 0.78 3,365,604 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zinberg Marina 3562 EASTHAM DRIVE CULVER CITY, CA90232 X Signatures /s/ Marina Zinberg 06/21/2012 Signature of Reporting Person Date

Explanation of Responses:

Remarks: The Share Delivery Agreement was entered into on June 19, 2012, further to the discussions of April 27, 2012 respecting the structure and amount of the expense reimbursement fees payable upon termination of the merger agreement. Specifically, the Share Delivery Agreement was consummated so as to mitigate the exposure and burden on the Glendon Group, because (i) the Glendon Group did not have any agreement with Mr. Zinberg as to his potential engagement with the Surviving Corporation after the Merger, (ii) Glendon Group (including by its affiliates) had and would continue to incur substantial additional costs and other material expenses in furtherance of the transactions contemplated by the Merger Agreement, (iii) pursuant to the terms of the Merger Agreement, there is no assurance that the Company will consummate the Merger, and (iv) the Zinbergs would have significant benefits, and the Glendon Group significant burdens unmitigated by the level of expense reimbursements. By the Share Delivery Agreement, Marina Zinberg delivered 500,000 shares of Company stock to Glendon on June 19, 2012. The closing price of such shares on June 19, 2012 was $0.78 per share, or $375,000 in the aggregate. Because the terms of the Share Delivery Agreement acknowledge that the actual level of expenses and burdens to be borne by the Glendon Group are unknown and not predictable, the closing market price of the shares on June 19, 2012 is the only available current indicator of the value of the Share Delivery Agreement transactions.

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).

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