Statement of Changes in Beneficial Ownership (4)
August 15 2014 - 3:34PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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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
*
Baker Charles
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2. Issuer Name
and
Ticker or Trading Symbol
ZIPREALTY INC
[
ZIPR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO & President
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(Last)
(First)
(Middle)
2000 POWELL STREET, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/13/2014
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(Street)
EMERYVILLE, CA 94608
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/13/2014
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U
(1)
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190096
(2)
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D
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$6.75
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to buy)
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$3.21
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8/14/2014
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D
(1)
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350000
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(3)
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10/7/2020
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Common Stock
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350000
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$3.54
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0
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D
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Employee Stock Option (Right to buy)
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$4.90
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8/14/2014
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D
(1)
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65000
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(3)
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3/3/2020
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Common Stock
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65000
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$1.85
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0
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D
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Employee Stock Option (Right to buy)
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$2.56
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8/14/2014
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D
(1)
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325000
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(3)
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12/10/2018
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Common Stock
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325000
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$4.19
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0
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D
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Employee Stock Option (Right to buy)
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$1.25
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8/14/2014
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D
(1)
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83334
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(3)
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3/7/2022
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Common Stock
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83334
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$5.50
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0
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D
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Employee Stock Option (Right to buy)
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$1.25
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8/14/2014
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D
(1)
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83333
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(3)
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3/7/2022
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Common Stock
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83333
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$5.50
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0
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D
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Employee Stock Option (Right to buy)
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$1.25
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8/14/2014
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D
(1)
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83333
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(3)
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3/7/2022
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Common Stock
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83333
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$5.50
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0
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D
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Employee Stock Option (Right to buy)
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$3.84
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8/14/2014
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D
(1)
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500000
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(3)
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2/27/2023
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Common Stock
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500000
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$2.91
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to an Agreement and Plan of Merger dated as of July 15, 2014, among the Issuer, Realogy Group LLC, and Honeycomb Acquisition, Inc. ("Purchaser"), a wholly owned indirect subsidiary of Realogy Group LLC: (i) on August 13, 2014, Purchaser accepted all the shares of the Issuer's common stock tendered to it at a price of $6.75 per share in cash, at which time each outstanding and unvested option to purchase shares of the Issuer's common stock vested in full; and (ii) on August 14, 2014, Purchaser was merged with and into the Issuer, at which time each outstanding share of the Issuer's common stock was converted into the right to receive $6.75 in cash, and each outstanding option to purchase shares of the Issuer's common stock was cancelled in exchange for a cash payment equal to $6.75 less the option exercise price, in each case payable without interest and less any required withholding taxes. All transactions reported in this Form 4 relate to the foregoing events.
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(
2)
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Some of these shares were held in trusts of which Mr. Baker and his wife are trustees.
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(
3)
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All of the shares subject to the option have vested and become exercisable.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Baker Charles
2000 POWELL STREET
SUITE 300
EMERYVILLE, CA 94608
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CEO & President
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Signatures
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/s/ Karen B. Seto, attorney-in-fact
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8/15/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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