- Statement of Changes in Beneficial Ownership (4)
March 12 2012 - 3:26PM
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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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
*
Combes Genevieve Claire
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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)
SVP, Corporate Development
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(Last)
(First)
(Middle)
2000 POWELL STREET, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/8/2012
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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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18424
(1)
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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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$2.9
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3/5/2012
(2)
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3/4/2021
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Common Stock
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60000
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60000
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D
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Stock Option (right to buy)
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$4.9
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3/4/2011
(3)
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3/3/2020
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Common Stock
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35000
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35000
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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
(4)
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5/20/2018
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Common Stock
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45000
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45000
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D
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Stock Option (right to buy)
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$7.11
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3/27/2008
(5)
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3/26/2017
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Common Stock
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40000
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40000
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D
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Stock Option (right to buy)
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$3.2
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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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4167
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4167
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D
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Stock Option (right to buy)
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$3.2
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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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$3.2
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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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5834
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5834
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D
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Stock Option (right to buy)
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$3.2
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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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10000
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10000
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D
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Stock Option (right to buy)
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$3.2
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8/1/2009
(7)
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7/23/2016
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Common Stock
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40000
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40000
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D
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Stock Option (right to buy)
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$5.97
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8/9/2007
(8)
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8/8/2016
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Common Stock
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40000
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40000
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D
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Stock Option (right to buy)
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$1.25
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3/8/2012
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A
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33333
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3/8/2013
(9)
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3/7/2022
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Common Stock
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33333
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$
0
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33333
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D
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Stock Option (right to buy)
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$1.25
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3/8/2012
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A
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33333
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3/8/2013
(10)
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3/7/2022
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Common Stock
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33333
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$
0
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33333
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D
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Explanation of Responses:
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(
1)
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These shares include 4,000 shares of restricted stock granted on March 4, 2010, which 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).
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(
2)
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One-fourth of the shares subject to the option vested and became exercisable on March 5, 2012, 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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(
3)
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One-fourth of the shares subject to the option vested and became 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.
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(
4)
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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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(
5)
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One-fourth of the shares subject to the option vested and became exercisable on March 27, 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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(
6)
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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 equal to or greater than $8.00 per share. In exchange for every two Eligible Options surrendered at this exercise price, the reporting person received one New Option 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.
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(
7)
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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.
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(
8)
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One-fourth of the shares subject to the option vested and became exercisable on August 9, 2007, 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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(
9)
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One-fourth of the shares subject to the option shall vest and become exercisable on March 8, 2013, 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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(
10)
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One-fourth of the shares subject to the option shall vest and become exercisable on March 8, 2013, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter; provided, however, that the option will accelerate and vest in full if the Company's closing stock price on the NASDAQ Stock Market is equal to or greater than $5.00 per share for a period of 120 consecutive days.
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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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Combes Genevieve Claire
2000 POWELL STREET
SUITE 300
EMERYVILLE, CA 94608
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SVP, Corporate Development
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Signatures
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/s/ Samantha E. Harnett, Attorney-in-fact
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3/12/2012
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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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