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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ZIPREALTY INC [ ZIPR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/01/2010 | F | 483 | D | $2.96 | 18,103(1)(2)(3) | D | |||
Common Stock | 07/01/2010 | F | 760 | D | $2.96 | 17,434(1)(2)(3) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option (Right to Buy) | $4.9 | 03/04/2011(4)(5) | 03/03/2020 | Common Stock | 25,000 | 25,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $3.2 | 08/01/2009(6) | 07/23/2016 | Common Stock | 30,000 | 30,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $6.68 | 08/20/2008(7) | 08/19/2017 | Common Stock | 130,000 | 130,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $4.17 | 09/09/2010 | 09/08/2019 | Common Stock | 50,000 | 50,000 | D |
Explanation of Responses: |
1. These shares include 4,201 shares of restricted stock granted on August 21, 2009, of which 2,072 shares vested on January 1, 2010, and 2,071 shares vested on July 1, 2010, less 760 shares surrendered herein, and less 912 shares previously surrendered, each to satisfy a tax withholding obligation on those vested shares, in accordance with the terms of a Restricted Stock Award Agreement entered into under the Company's 2004 Equity Incentive Plan. This vesting schedule is subject to the employee remaining in a service relationship with the Company on such dates and also to change-of-control terms contained in separate agreement(s). |
2. These shares include 1,315 shares of restricted stock granted on January 15, 2010, less 483 shares surrendered herein to satisfy a tax withholding obligation on the vested shares. All of the shares subject to the stock award vested on July 1, 2010, in accordance with the terms of a Restricted Stock Award Agreement entered into under the Company's 2004 Equity Incentive Plan. This vesting schedule is subject to the employee remaining in a service relationship with the Company on such dates and also to change-of-control terms contained in separate agreement(s). |
3. These shares include 5,000 shares of restricted stock granted on March 4, 2010, of which 2,500 shall vest on April 1, 2011, and 2,500 shall vest on April 1, 2012, in accordance with the terms of the related Restricted Stock Award Agreement. This vesting schedule is subject to the employee remaining in a service relationship with the Company on such dates and also to change-of-control terms contained in separate agreement(s). |
4. Pursuant to the option exchange program of ZipRealty, Inc. ("Issuer"), Issuer canceled a 10-year option granted to the reporting person with an exercise price between $4.59 and $7.99 per share. In exchange for every three Eligible Options surrendered at this exerise price, the reporting person received two New Options with a seven-year life at an exercise price of $3.20 per share, which was the closing sale price of Issuer's common stock on the NASDAQ Global Market on July 24, 2009. The New Options vest at the rate of 1/36 per month on the first date of each month until fully vested, subject to the reporting person remaining a service provider to Issuer. |
5. One-fourth of the shares subject to the option shall vest and become exercisable on March 4, 2011, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter. |
6. One-fourth of the shares subject to the option vested and became exercisable on August 20, 2008, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter. |
7. One-fourth of the shares subject to the option shall vest and become exercisable on September 9, 2010, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter. |
Remarks: |
/s/Robert J. Yakominich | 07/06/2010 | |
** 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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |