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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Harnett Samantha 		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)
Senior VP, GC & Secretary
(Last)          (First)          (Middle)

2000 POWELL STREET, SUITE 300 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/6/2012
(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   12/6/2012     A    15000   A $0.00   15872   (1) 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
Stock Option (right to buy)   $2.90                    3/5/2012   (2) 3/4/2021   Common Stock   40000     40000   D    
Stock Option (right to buy)   $4.90                    3/4/2011   (3) 3/3/2020   Common Stock   20000     20000   D    
Stock Option (right to buy)   $4.97                    5/21/2009   (4) 5/20/2018   Common Stock   30000     30000   D    
Stock Option (right to buy)   $4.79                    12/11/2008   (5) 12/10/2017   Common Stock   6000     6000   D    
Stock Option (right to buy)   $3.20                    8/1/2009   (6) 7/23/2016   Common Stock   2500     2500   D    
Stock Option (right to buy)   $3.20                    8/1/2009   (6) 7/23/2016   Common Stock   2500     2500   D    
Stock Option (right to buy)   $3.20                    8/1/2009   (6) 7/23/2016   Common Stock   12000     12000   D    
Stock Option (right to buy)   $3.80                    11/1/2010   (7) 10/31/2019   Common Stock   30000     30000   D    
Stock Option (right to buy)   $1.25                    3/8/2013   (8) 3/7/2022   Common Stock   33333     33333   D    
Stock Option (right to buy)   $1.25                    3/8/2013   (9) 3/7/2022   Common Stock   33333     33333   D    
Stock Option (right to buy)   $2.87   12/6/2012     A      100000       12/6/2013   (10) 12/5/2022   Common Stock   100000   $0.00   100000   D    

Explanation of Responses:
( 1)  These shares include 15,000 shares of restricted stock granted on December 6, 2012, which are scheduled to vest in one year, in accordance with the terms of the related Restricted Stock Award Agreement.
( 2)  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.
( 3)  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.
( 4)  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.
( 5)  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.
( 6)  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.
( 7)  One-fourth of the shares subject to the option vested and became exercisable on November 1, 2010, 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 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.
( 9)  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.
( 10)  One-fourth of the shares subject to the option shall vest and become exercisable on December 6, 2013, 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
Harnett Samantha
2000 POWELL STREET
SUITE 300
EMERYVILLE, CA 94608

Senior VP, GC & Secretary

Signatures
/s/ Samantha E. Harnett 12/6/2012
** 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.
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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