- Statement of Changes in Beneficial Ownership (4)
January 19 2010 - 8:01PM
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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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
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1. Name and Address of Reporting Person
*
Harnett Samantha
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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)
VP, GC & Secretary
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(Last)
(First)
(Middle)
2000 POWELL STREET, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/15/2010
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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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1/15/2010
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A
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817
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A
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$4.22
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5723
(1)
(2)
(3)
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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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Stock Option (right to buy)
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$4.79
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12/11/2008
(4)
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12/10/2017
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Common Stock
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6000
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6000
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D
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Stock Option (right to buy)
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$4.97
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5/21/2009
(5)
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5/20/2018
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Common Stock
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30000
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30000
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D
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Stock Option (right to buy)
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$3.20
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8/1/2009
(6)
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7/23/2016
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Common Stock
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2500
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2500
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D
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Stock Option (right to buy)
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$3.20
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8/1/2009
(6)
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7/23/2016
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Common Stock
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2500
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2500
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D
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Stock Option (right to buy)
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$3.20
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8/1/2009
(6)
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7/23/2016
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Common Stock
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12000
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12000
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D
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Explanation of Responses:
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(
1)
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These shares include 3,750 shares of restricted stock granted on February 12, 2009, that shall vest on February 12, 2010, 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).
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(
2)
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These shares include 2,312 shares of restricted stock granted on August 21, 2009, of which 1,156 vested on January 1, 2010, and 1,156 shall vest on July 1, 2010, less 509 shares previosuly surrendered to satisfy a tax withholding obligation, in accordance with the terms of the related Restricted Stock Award Agreement, and less shares previously sold. 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).
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(
3)
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These shares include 817 shares of restricted stock granted on January 15, 2010, as reported herein. All of the shares subject to the stock award shall vest 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).
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(
4)
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One-fourth of the shares subject to the option vested and became exercisable on December 11, 2008, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
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(
5)
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One-fourth of the shares subject to the option vested and became exercisable on May 21, 2009, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
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(
6)
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The shares subject to the option vest at the rate of 1/36 per month on the first date of each month starting on August 1, 2009, until fully vested.
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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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Harnett Samantha
2000 POWELL STREET
SUITE 300
EMERYVILLE, CA 94608
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VP, GC & Secretary
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Signatures
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/s/ David A. Rector, as Attorney-in-Fact
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1/19/2010
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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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