Edgar Filing: ZIPREALTY INC

Ownership Submission

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

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(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

REALOGY GROUP LLC

2. Issuer Name and Ticker or Trading Symbol
ZIPREALTY INC [ZIPR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

175 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2014

(Street)

MADISON, NJ 07940

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	08/14/2014		J		29,624,576 ⁽¹⁾	A	$ 6.75	47,201,012	I ⁽³⁾	See Footnote (3)
Common Stock, par value $0.001 per share	08/14/2014		J		4,332,259 ⁽²⁾	A	$ 6.75	51,533,271	I ⁽³⁾	See Footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
REALOGY GROUP LLC 175 PARK AVENUE MADISON, NJ 07940		X
Honeycomb Acquisition, Inc. 175 PARK AVENUE MADISON, NJ 07940		X

Signatures

/s/ Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer of Honeycomb Acquisition, Inc.		08/15/2014
^**Signature of Reporting Person		Date
/s/ Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer of Realogy Group LLC		08/15/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Honeycomb Acquisition, Inc. acquired 29,624,576 shares of the ZipRealty, Inc.'s common stock from ZipRealty, Inc. pursuant to the exercise of its top-up option under the terms of the merger agreement dated as of July 15, 2014, among ZipRealty, Inc., Realogy Group LLC and Honeycomb Acquisition, Inc.
(2)	Honeycomb Acquisition, Inc. acquired 4,332,259 shares of the ZipRealty, Inc.'s common stock through a "short-form" merger consummated on August 14, 2014 pursuant to the procedures set forth in Section 253 of the General Corporation Law of the State of Delaware.
(3)	Honeycomb Acquisition, Inc., prior to its merger with and into ZipRealty, Inc. on August 14, 2014 directly owned the listed shares. Realogy Group LLC indirectly owns 100% of the equity interest of Honeycomb Acquisition, Inc.
Remarks: Exhibit 99.1 Joint Filing Agreement by and among Realogy Group LLC and Honeycomb Acquisition, Inc., dated July 15, 2014 (incorporated by reference from Exhibit 1 to the Schedule 13D filed by Realogy Group LLC and Honeycomb Acquisition, Inc. on July 18, 2014)

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