UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ZipRealty Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
98974V107
(CUSIP Number)
March 28, 2012
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the
Notes
).
2
SCHEDULE 13G
1
|
Names of Reporting Persons
Passport Special Opportunities Master Fund, LP
|
2
|
Check the appropriate box if a
member of a Group (see instructions)
(a)
[ ]
(b) [ ]
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
1,519,058
(see Items 2 and 4)
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
1,519,058
(see Items 2 and 4)
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,519,058
|
10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[ ]
|
11
|
Percent of class represented by amount in row (9)
7.36%*
|
12
|
Type of Reporting Person (See Instructions)
CO
|
*
This percentage is based on the
20,637,304
shares issued and outstanding as reported by the Issuer in its Quarterly
Report on Form 10Q for the period ending July 30, 2012
.
3
SCHEDULE 13G
1
|
Names of Reporting Persons
Passport Holdings LLC
|
2
|
Check the appropriate box if a
member of a Group (see instructions)
(a)
[ ]
(b) [ ]
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
1,519,058
(see Items 2 and 4)
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
1,519,058
(see Items 2 and 4)
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,519,058
|
10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[ ]
|
11
|
Percent of class represented by amount in row (9)
7.36%*
|
12
|
Type of Reporting Person (See Instructions)
OO
|
*
This percentage is based on the
20,637,304
shares issued and outstanding as reported by the Issuer in its Quarterly
Report on Form 10Q for the period ending July 30, 2012
.
4
SCHEDULE 13G
1
|
Names of Reporting Persons
Passport Capital, LLC
|
2
|
Check the appropriate box if a
member of a Group (see instructions)
(a)
[ ]
(b) [ ]
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
1,519,058
(see Items 2 and 4)
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
1,519,058
(see Items 2 and 4)
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,519,058
|
10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[ ]
|
11
|
Percent of class represented by amount in row (9)
7.36%*
|
12
|
Type of Reporting Person (See Instructions)
IA
|
*
This percentage is based on the
20,637,304
shares issued and outstanding as reported by the Issuer in its Quarterly
Report on Form 10Q for the period ending July 30, 2012
.
5
SCHEDULE 13G
1
|
Names of Reporting Persons
John Burbank
|
2
|
Check the appropriate box if a
member of a Group (see instructions)
(a)
[ ]
(b) [ ]
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
1,519,058
(see Items 2 and 4)
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
1,519,058
(see Items 2 and 4)
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,519,058
|
10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[ ]
|
11
|
Percent of class represented by amount in row (9)
7.36%*
|
12
|
Type of Reporting Person (See Instructions)
IN
|
*
This percentage is based on the
20,637,304
shares issued and outstanding as reported by the Issuer in its Quarterly
Report on Form 10Q for the period ending July 30, 2012
.
6
Item 1.
(a)
|
Name of Issuer:
|
|
|
|
Zip Realty Inc. (the Company).
|
|
|
(b)
|
Address of Issuers Principal Executive
Offices:
|
|
|
|
2000 POWELL STREET, SUITE 300
EMERYVILLE CA 94608
510-735-2600
|
Item 2.
(a)
|
Name of Person Filing:
|
|
|
|
Passport Special Opportunities Master Fund, LP (the
Fund); and
Passport Holdings, LLC (Passport Holdings); and
P
assport Capital, LLC (Passport Capital); and
|
|
John H. Burbank III (Burbank, together with the Fund
and Passport Capital, the Reporting Persons).
|
|
|
|
Passport Holdings is the general partner of the Fund.
Passport Holdings, as the general partner of the Fund, may be considered
to share the power to vote or direct the vote of, and the power to dispose
or direct the disposition of Shares owned by record by the Fund. Burbank
is the sole managing member of Passport Capital which is the managing
member of Passport Holdings and serves as investment manager to the Fund.
Under the terms of the investment management agreement, Passport Capital
has the right to dispose of and vote, the Shares owned of record by the
Fund. As a result, each of Passport Capital and Burbank may be considered
to share the power to vote or direct the vote of, and the power to dispose
or direct the disposition of, the Shares owned of record by the Fund. This
statement on Schedule 13G shall not be construed as an admission that any
of the Reporting Persons (other than the Fund) is the beneficial owner of
the securities covered by this statement.
|
|
|
(b)
|
Address of Principal Business Office or, if None,
Residence:
|
|
|
|
For each Reporting Person:
|
C/O PASSPORT CAPITAL, LLC
ONE
MARKET ST., STEUART TOWER, STE. 2200,
SAN FRANCISCO, CA 94105
(c)
|
Citizenship:
|
|
|
|
See row 4 of each Reporting Persons respective cover
page.
|
(d)
|
Title and Class of Securities:
|
|
|
|
Common Shares
of the Company (the
Common
Shares
)
|
|
|
(e)
|
CUSIP No.:
|
|
|
|
98974V107
|
7
Item 3.
|
If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person
filing is a:
|
|
(a)
|
[_]
|
Broker or dealer registered under Section 15 of
the Act;
|
|
|
|
|
|
(b)
|
[_]
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
|
|
|
|
(c)
|
[_]
|
Insurance company as defined in Section
3(a)(19) of the Act;
|
|
|
|
|
|
(d)
|
[_]
|
Investment company registered under Section 8
of the Investment Company Act of 1940;
|
|
|
|
|
|
(e)
|
[_]
|
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
[_]
|
An employee benefit plan or endowment fund in
accordance with Rule 13d- 1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
[_]
|
A parent holding company or control person in
accordance with Rule 13d- 1(b)(1)(ii)(G);
|
|
|
|
|
|
(h)
|
[_]
|
A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
[_]
|
A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940;
|
|
|
|
|
|
(j)
|
[_]
|
A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
(k)
|
[_]
|
Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____
|
(a)
|
Amount Beneficially Owned:
|
|
|
|
See Item 9 of each Reporting Persons respective cover
page.
|
|
|
(b)
|
Percent of Class:
|
|
|
|
See Item 11 of each Reporting Persons respective cover
page.
|
|
|
(c)
|
Number of shares as to which such person
has:
|
|
|
|
See Items 5-8 of each Reporting Persons respective cover
page.
|
|
(i)
|
Sole power to vote or to direct the
vote:
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the
vote:
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition
of:
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
|
8
Item 5.
|
Ownership of Five Percent or Less of a
Class.
|
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of securities, check
the following [ ].
Item 6.
|
Ownership of more than Five Percent on
Behalf of Another Person.
|
Not Applicable.
Item
7.
|
Identification and classification of the
subsidiary which acquired the security being
reported on by the
parent holding company or control person.
|
|
|
|
Not Applicable.
|
|
|
Item
8.
|
Identification and classification of members
of the group.
|
|
|
|
Not Applicable.
|
|
|
Item
9.
|
Notice of Dissolution of Group.
|
|
|
|
Not Applicable.
|
|
|
Item
10.
|
Certifications.
|
|
|
|
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
|
9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 5, 2012
PASSPORT SPECIAL OPPORTUNITIES MASTER
FUND, LP
By: PASSPORT HOLDINGS,
LLC,
as General Partner
By: PASSPORT CAPITAL,
LLC,
as Managing Member
By:
/s/ JOHN
BURBANK
John Burbank
Managing Member
PASSPORT HOLDINGS, LLC,
By: PASSPORT CAPITAL, LLC,
as Managing Member
By:
/s/ JOHN BURBANK
John Burbank
Managing Member
PASSPORT CAPITAL, LLC
By:
/s/ JOHN
BURBANK
John Burbank,
Managing Member
JOHN BURBANK
By:
/s/ JOHN
BURBANK
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing on behalf of
each of them the statement on Schedule 13G to which this agreement is attached
as an exhibit.
The undersigned further agree that each party hereto is
responsible for the timely filing of such Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning
such party contained therein; provided, however, that no party is responsible
for the completeness or accuracy of the information concerning any other party
making the filing, unless such party knows or has reason to believe that such
information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing
Agreement on November 5, 2012
PASSPORT SPECIAL OPPORTUNITIES MASTER
FUND, LP
By: PASSPORT HOLDINGS,
LLC,
as General Partner
By: PASSPORT CAPITAL,
LLC,
as Managing Member
By:
/s/ JOHN
BURBANK
John Burbank
Managing Member
PASSPORT HOLDINGS, LLC,
By: PASSPORT CAPITAL, LLC,
as Managing Member
By:
/s/ JOHN BURBANK
John Burbank
Managing Member
PASSPORT CAPITAL, LLC
By:
/s/ JOHN
BURBANK
John Burbank,
Managing Member
JOHN BURBANK
By:
/s/ JOHN
BURBANK
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