SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Mini Juan F

(Last)

(First)

(Middle)

2000 POWELL STREET

SUITE 1555

(Street)

EMERYVILLE

94608

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2004

3. Issuer Name and Ticker or Trading Symbol
ZIPREALTY INC [ ZIPR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	666,666	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	55,555	⁽¹⁾	I	See footnote (2).⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	53,506	⁽³⁾	I	See footnote (2).⁽²⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	10,947	⁽⁴⁾	I	See footnote (2).⁽²⁾
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	254,453	⁽⁵⁾	I	See footnote (2).⁽²⁾
Series E Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	125,243	⁽⁶⁾	I	See footnote (2).⁽²⁾
Series E-1 Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	113,370	⁽⁷⁾	I	See footnote (2).⁽²⁾
Series F Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	105,014	⁽⁸⁾	I	See footnote (2).⁽²⁾
Series E-1 Preferred Stock Purchase Warrant (Right to buy)	⁽⁹⁾	02/11/2007	Series E-1 Preferred Stock⁽⁷⁾	56,685	$3.93	I	See footnote (2).⁽²⁾
Series E-1 Preferred Stock Purchase Warrant (Right to buy)	⁽⁹⁾	04/15/2007	Series E-1 Preferred Stock⁽⁷⁾	56,685	$3.93	I	See footnote (2).⁽²⁾
Series E-1 Preferred Stock Purchase Warrant (Right to buy)	⁽⁹⁾	06/27/2008	Series E-1 Preferred Stock⁽⁷⁾	6,843	$3.93	I	See footnote (2).⁽²⁾
Series F Preferred Stock Purchase Warrant (Right to buy)	⁽⁹⁾	12/17/2007	Series F Preferred Stock⁽⁸⁾	50,386	$3.93	I	See footnote (2).⁽²⁾
Series F Preferred Stock Purchase Warrant (Right to buy)	⁽⁹⁾	06/27/2008	Series F Preferred Stock⁽⁸⁾	6,082	$3.93	I	See footnote (2).⁽²⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock shall automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock.

2. Shares owned directly by Iverson Financial Corporation ("Iverson"). The Reporting Person, a director of Iverson, may be deemed to share voting and dispositive power over the shares held by Iverson.

3. Each share of Series B Preferred Stock shall automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock.

4. Each share of Series C Preferred Stock shall automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock.

5. Each share of Series D Preferred Stock shall automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock.

6. Each share of Series E Preferred Stock shall automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock.

7. Each share of Series E-1 Preferred Stock shall automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock.

8. Each share of Series F Preferred Stock shall automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock.

9. Immediately.

	/s/ Juan F. Mini	11/09/2004
	** Signature of Reporting Person	Date
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 5 (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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