SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KAGLE ROBERT (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94608 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 11/15/2004
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/15/2004		C		926,449	A	(1)	926,449	I	See footnote(2)
Common Stock	11/15/2004		C		143,759	A	(3)	1,070,208	I	See footnote(4)
Common Stock	11/15/2004		C		445,544	A	(5)	1,515,752	I	See footnote(6)
Common Stock	11/15/2004		C		609,168	A	(7)	2,124,920	I	See footnote(8)
Common Stock	11/15/2004		C		551,416	A	(9)	2,676,336	I	See footnote(10)
Common Stock	11/15/2004		C		640,116	A	(11)	3,316,452	I	See footnote(12)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series B Preferred Stock	(1)	11/15/2004		C			926,449	(1)	(1)	Common Stock	926,449	(1)	0	I	See footnote(13)
Series C Preferred Stock	(3)	11/15/2004		C			143,759	(3)	(3)	Common Stock	143,759	(3)	0	I	See footnote(14)
Series D Preferred Stock	(5)	11/15/2004		C			445,544	(5)	(5)	Common Stock	445,544	(5)	0	I	See footnote(15)
Series E Preferred Stock	(7)	11/15/2004		C			609,168	(7)	(7)	Common Stock	609,168	(7)	0	I	See footnote(16)
Series E-1 Preferred Stock	(9)	11/15/2004		C			551,416	(9)	(9)	Common Stock	551,416	(9)	0	I	See footnote(17)
Series F Preferred Stock	(11)	11/15/2004		C			640,116	(11)	(11)	Common Stock	640,116	(11)	0	I	See footnote(18)
Series E-1 Preferred Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			275,867	(19)	02/11/2007	Series E-1 Preferred Stock(9)	275,867	(9)	0	I	See footnote(20)
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		275,867		(19)	02/11/2007	Common Stock(9)	275,867	(9)	275,867	I	See footnote(21)
Series E-1 Preferred Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			275,867	(19)	04/15/2007	Series E-1 Preferred Stock(9)	275,867	(9)	0	I	See footnote(20)
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		275,867		(19)	04/15/2007	Common Stock(9)	275,867	(9)	275,867	I	See footnote(21)
Series E-1 Preferred Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			33,303	(19)	06/27/2008	Series E-1 Preferred Stock(9)	33,303	(9)	0	I	See footnote(22)
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		33,303		(19)	06/27/2008	Common Stock(9)	33,303	(9)	33,303	I	See footnote(23)
Series F Preferred Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			133,303	(19)	10/28/2007	Series F Preferred Stock(11)	133,303	(11)	0	I	See footnote(24)
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		133,303		(19)	10/28/2007	Common Stock(11)	133,303	(11)	133,303	I	See footnote(25)
Series F Preferred Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			307,692	(19)	12/17/2007	Series F Preferred Stock(11)	307,962	(11)	0	I	See footnote(26)
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		307,962		(19)	12/17/2007	Common Stock(11)	307,962	(11)	307,962	I	See footnote(27)
Series F Preferred Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C			37,077	(19)	06/27/2008	Series F Preferred Stock(11)	37,077	(11)	0	I	See footnote(28)
Common Stock Purchase Warrant (Right to buy)	$3.93	11/15/2004		C		37,077		(19)	06/27/2008	Common Stock(11)	37,077	(11)	37,077	I	See footnote(29)

Explanation of Responses:

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

2. Robert J. Kagle, a managing member of Benchmark Capital Management Co., IV ("BCMC IV"), may be deemed to share voting and dispositive power over the 913,626 shares of Common Stock that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power over 12,823 shares of Common Stock held by his family trust.

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

4. Robert J. Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 141,769 shares of Common Stock that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power over 1,990 shares of Common Stock held by his family trust.

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

6. Robert J. Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 439,377 shares of Common Stock that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power over 6,167 shares of Common Stock held by his family trust.

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

8. Robert J. Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 600,737 shares of Common Stock that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power over 8,431 shares of Common Stock held by his family trust.

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

10. Robert J. Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 543,784 shares of Common Stock that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power of 7,632 shares of Common Stock held by his family trust.

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

12. Robert J. Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 630,448 shares of Common Stock that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power of 9,668 shares held by his family trust. Upon the conversion of each of the Series B, Series C, Series D, Series E, Series E-1 and Series F Preferred Stock, Mr. Kagle may be deemed to share voting and dispositive power over 3,269,741 shares of Common Stock that may be deemed beneficially held by BCMC IV and 46,711 shares of Common Stock held by his family trust.

13. Robert J. Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 913,626 shares of Series B Preferred Stock that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power over 12,823 shares of Series B Preferred Stock held by his family trust.

14. Robert J. Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositve power over the 141,769 shares of Series C Preferred Stock that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power over 1,990 shares of Series C Preferred Stock held by his family trust.

15. Robert J. Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 439,377 shares of Series D Preferred Stock that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power over 6,167 shares of Series D Preferred Stock held by his family trust.

16. Robert J. Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 600,737 shares of Series E Preferred Stock that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power over 8,431 shares of Series E Preferred Stock held by his family trust.

17. Robert J. Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 543,784 shares of Series E-1 Preferred Stock that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power of 7,632 shares of Series E-1 Preferred Stock held by his family trust.

18. Robert J. Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 630,448 shares of Series F Preferred Stock that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power of 9,668 shares of Series F Preferred Stock held by his family trust.

19. Immediately.

20. Robert J. Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 271,892 shares of Series E-1 Preferred Stock Purchase Warrant that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power of 3,975 shares of Series E-1 Preferred Stock Purchase Warrant held by his family trust.

21. Robert J. Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 271,892 shares of Common Stock Purchase Warrant that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power of 3,975 shares of Common Stock Purchase Warrant held by his family trust.

22. Robert J. Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 32,823 shares of Series E-1 Preferred Stock Purchase Warrant that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power of 480 shares of Series E-1 Preferred Stock Purchase Warrant held by his family trust.

23. Robert J. Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 32,823 shares of Common Stock Purchase Warrant that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power of 480 shares of Common Stock Purchase Warrant held by his family trust.

24. Robert J. Kagle, a managing manager of BCMC IV, may be deemed to share voting and dispositive power over the 131,332 shares of Series F Preferred Stock Purchase Warrant that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power of 1,971 shares of Series F Preferred Stock Warrant held by his family trust.

25. Robert J. Kagle, a managing manager of BCMC IV, may be deemed to share voting and dispositive power over the 131,332 shares of Common Stock Purchase Warrant that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power of 1,971 shares of Common Stock Warrant held by his family trust.

26. Robert J. Kagle, a managing manager of BCMC IV, may be deemed to share voting and dispositive power over the 303,408 shares of Series F Preferred Stock Purchase Warrant that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power of 4,554 shares of Series F Preferred Stock Purchase Warrant held by his family trust.

27. Robert J. Kagle, a managing manager of BCMC IV, may be deemed to share voting and dispositive power over the 303,408 shares of Common Stock Purchase Warrant that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power of 4,554 shares of Common Stock Purchase Warrant held by his family trust.

28. Robert J. Kagle, a managing manager of BCMC IV, may be deemed to share voting and dispositive power over the 36,517 shares of Series F Preferred Stock Purchase Warrant that may be deemed beneficially held by BCMC IV. In addtion, Mr. Kagle may be deemed to share voting and dispositive power of 560 shares of Series F Preferred Stock Purchase Warrant held by his family trust.

29. Robert J. Kagle, a managing manager of BCMC IV, may be deemed to share voting and dispositive power over the 36,517 shares of Common Stock Purchase Warrant that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power of 560 shares of Common Stock Purchase Warrant held by his family trust.

	/s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle	11/16/2004
	** Signature of Reporting Person	Date
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