FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
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. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2013 | ||||||||||||||||||||||||||
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 09/12/2013(1) | M4 | 695 | A | $1.25 | 10,370(2) | D | ||||||||
Common Stock | 09/12/2013 | S4 | 695 | D | $5.12 | 10,370(2) | 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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Stock Option (right to buy) | $1.25 | 09/12/2013 | 4M | 348 | 03/08/2013(3) | 03/07/2022 | Common Stock | 348 | $0.00 | 26,042(2) | D | |||
Stock Option (right to buy) | $1.25 | 09/12/2013 | 4M | 347 | 03/08/2013(4) | 03/07/2022 | Common Stock | 347 | $0.00 | 26,042(2) | D |
Explanation of Responses: |
1. The transactions reported in this Form 5 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on or about March 13, 2013. The filing administrator attempted to report these transactions on a Form 4 on September 12, 2013, but inadvertently sent the report to the SEC as a test filing rather than a live filing (SEC accession number 0001209191-13-044031). |
2. Represents the reporting person's ownership position on December 31, 2013. |
3. One-fourth of the shares subject to the option vested and became exercisable on March 8, 2013, and one forty-eighth of the shares vest and become exercisable on the first day of each calendar month thereafter. |
4. The terms of the grant called for this option to vest and become exercisable as set forth in the preceding footnote; provided, however, that the option would accelerate and vest in full if the Company's closing price on the Nasdaq Stock Market was equal to or greater than $5.00 per share for a period of 120 consecutive days. The accelerated vesting condition was met on January 10,2014, and the option vested in full at that time. |
Remarks: |
/s/ Karen B. Seto, attorney in fact | 02/13/2014 | |
** 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. |