Sec Form 4 Filing - Harnett Samantha @ ZIPREALTY INC - 2013-03-11

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 Harnett Samantha 2. Issuer Name and Ticker or Trading Symbol ZIPREALTY INC [ ZIPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP, GC & Secretary (Last) (First) (Middle) 2000 POWELL STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2013 (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 03/11/2013 M 16,351 A $ 2.9 32,223 ( 1 ) D Common Stock 03/11/2013 S 16,351 D $ 3.5 15,872 ( 1 ) 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) $ 2.9 03/11/2013 M 16,351 03/05/2012( 2 ) 03/04/2021 Common Stock 40,000 $ 0 23,649 D Stock Option (right to buy) $ 4.9 03/04/2011( 2 ) 03/03/2020 Common Stock 20,000 20,000 D Stock Option (right to buy) $ 4.97 05/21/2009( 2 ) 05/20/2018 Common Stock 30,000 30,000 D Stock Option (right to buy) $ 4.79 12/11/2008( 2 ) 12/10/2017 Common Stock 6,000 6,000 D Stock Option (right to buy) $ 3.2 08/01/2009( 3 ) 07/23/2016 Common Stock 2,500 2,500 D Stock Option (right to buy) $ 3.2 08/01/2009( 3 ) 07/23/2016 Common Stock 2,500 2,500 D Stock Option (right to buy) $ 3.2 08/01/2009( 3 ) 07/23/2016 Common Stock 12,000 12,000 D Stock Option (right to buy) $ 3.8 11/01/2010( 2 ) 10/31/2019 Common Stock 30,000 30,000 D Stock Option (right to buy) $ 1.25 03/08/2013( 2 ) 03/07/2022 Common Stock 33,334 33,334 D Stock Option (right to buy) $ 1.25 03/08/2013( 4 ) 03/07/2022 Common Stock 33,333 33,333 D Stock Option (right to buy) $ 2.87 12/06/2013( 2 ) 12/05/2022 Common Stock 100,000 100,000 D Stock Option (right to buy) $ 1.25 02/27/2013( 5 ) A 33,333 02/27/2013 03/07/2022 Common Stock 33,333 $ 0 33,333 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harnett Samantha 2000 POWELL STREET SUITE 300 EMERYVILLE, CA94608 Senior VP, GC & Secretary Signatures /s/ Samantha E. Harnett 03/11/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares include 15,000 shares of restricted stock granted on December 6, 2012, which are scheduled to vest in one year, in accordance with the terms of the related Restricted Stock Award Agreement. ( 2 )One-fourth of the shares subject to the option vest and become exercisable on the Exercisable Date, and one forty-eighth of the shares vest and become exercisable on the first day of each calendar month thereafter. ( 3 )The shares subject to the option are fully vested. ( 4 )One-fourth of the shares subject to the option shall vest and become exercisable on March 8, 2013, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter; provided, however, that the option will accelerate and vest in full if the Company's closing stock price on the NASDAQ Stock Market is equal to or greater than $5.00 per share for a period of 120 consecutive days. ( 5 )On March 8, 2012, the reporting person was granted an option to purchase 33,333 shares of common stock. This option would vest in full on the date that the Compensation Committee determined that the Company had achieved adjusted EBITDA profitability for full year 2012, and it would be forfeited if the Compensation Committee determined that the vesting event had not occurred. On February 27, 2013, the Compensation Committee determined that the vesting event had occurred, and the option vested in full.

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