FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Lashinsky Joseph Patrick
2. Issuer Name and Ticker or Trading Symbol

ZIPREALTY INC [ ZIPR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

2000 POWELL STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

2/12/2009
(Street)

EMERYVILLE, CA 94608
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/12/2009     A    25000   (1) A   (2) 231271   (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $0.99                   2/1/2001   (4) 3/3/2012   Common Stock   1718     1718   D    
Employee Stock Option (Right to buy)   $0.99                   3/6/2003   (5) 3/5/2012   Common Stock   57760     57760   D    
Employee Stock Option (Right to buy)   $0.99                   2/1/2003   (6) 4/10/2012   Common Stock   16666     16666   D    
Employee Stock Option (Right to buy)   $7.50                   4/29/2004   (7) 3/28/2014   Common Stock   10000     10000   D    
Employee Stock Option (Right to buy)   $16.50                   12/16/2005   (8) 12/15/2014   Common Stock   25000     25000   D    
Employee Stock Option (Right to buy)   $8.40                   1/3/2007   (9) 1/2/2016   Common Stock   50000     50000   D    
Employee Stock Option (Right to buy)   $7.75                   1/12/2008   (10) 1/11/2017   Common Stock   250000     250000   D    
Employee Stock Option (Right to buy)   $6.68                   6/4/2008   (11) 6/3/2017   Common Stock   300000     300000   D    

Explanation of Responses:
( 1)  12,500 shares subject to the stock award shall vest on August 12, 2009, and 12,500 shares shall vest on February 12, 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).
( 2)  N/A
( 3)  These shares include 225,000 shares of restricted stock granted on September 13, 2007, which vest as to 28,125 shares every six months beginning December 4, 2007, until fully vested, less 30,165 shares surrendered to date, as previously reported, to satisfy tax withholding obligations. These shares are subject to the vesting conditions and other terms of a Restricted Stock Award Agreement entered into under the Company's 2004 Equity Incentive Plan.
( 4)  An option to purchase 33,333 shares was originally granted. One-fourth of the shares subject to the option vested and became exercisable on February 1, 2001 and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
( 5)  One-fourth of the shares subject to the option vested and became exercisable on March 6, 2003 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 February 1, 2003 and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
( 7)  One forty-eighth of the shares subject to the option vested and became exercisable on April 29, 2004 and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
( 8)  One-fourth of the shares subject to the option vested and became exercisable on December 16, 2005 and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
( 9)  One-fourth of the shares subject to the option vested and became exercisable on January 3, 2007, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
( 10)  One-fourth of the shares subject to the option vested and became exercisable on January 12, 2008, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
( 11)  One-fourth of the shares subject to the option vested and became exercisable on June 4, 2008, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lashinsky Joseph Patrick
2000 POWELL STREET
EMERYVILLE, CA 94608


CEO

Signatures
/s/ Karen B. Seto, Attorney-in-Fact 2/17/2009
** 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.
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