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4//SEC Filing

ZIPREALTY INC 4

Accession 0001181431-14-029376

CIK 0001142512operating
View on SEC.govCompany Profile

Filed

Aug 14, 8:00 PM ET

Accepted

Aug 15, 5:51 PM ET

Size

36.5 KB

Accession

0001181431-14-029376

Insider Transaction Report

Form 4
Period: 2014-08-13
ZIPREALTY INCZIPR
KAGLE ROBERT
Director10% Owner
Transactions
  • Disposition from Tender

    Common Stock

    2014-08-13$6.75/sh−2,570,121$17,348,317→ 0 total(indirect: See footnote)
  • Disposition from Tender

    Common Stock

    2014-08-13$6.75/sh−736,923$4,974,230→ 0 total(indirect: See footnote)
  • Disposition from Tender

    Common Stock

    2014-08-13$6.75/sh−96,121$648,817→ 0 total(indirect: See footnote)
  • Disposition from Tender

    Common Stock

    2014-08-13$6.75/sh−28,615$193,151→ 0 total(indirect: See footnote)
  • Disposition from Tender

    Common Stock

    2014-08-13$6.75/sh−200,008$1,350,054→ 0 total(indirect: See footnote)
  • Disposition from Tender

    Common Stock

    2014-08-13$6.75/sh−4,208,387$28,406,612→ 0 total(indirect: See footnote)
  • Disposition to Issuer

    Stock Option (right to buy)

    2014-08-13−6,666→ 0 total
    Exercise: $14.08Exp: 2015-05-09→ Common Stock (6,666 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2014-08-13−6,666→ 0 total
    Exercise: $9.07Exp: 2016-05-25→ Common Stoc (6,666 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2014-08-13−6,666→ 0 total
    Exercise: $7.69Exp: 2017-05-24→ Common Stoc (6,666 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2014-08-13$1.78/sh−6,666$11,865→ 0 total
    Exercise: $4.97Exp: 2018-05-24→ Common Stoc (6,666 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2014-08-13$3.55/sh−6,666$23,664→ 0 total
    Exercise: $3.20Exp: 2019-05-20→ Common Stoc (6,666 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2014-08-13$3.26/sh−6,666$21,731→ 0 total
    Exercise: $3.49Exp: 2020-05-19→ Common Stoc (6,666 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2014-08-13$4.28/sh−6,666$28,530→ 0 total
    Exercise: $2.47Exp: 2021-06-01→ Common Stoc (6,666 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2014-08-13$5.50/sh−50,000$275,000→ 0 total
    Exercise: $1.25Exp: 2022-03-07→ Common Stoc (50,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2014-08-13$4.28/sh−6,666$28,530→ 0 total
    Exercise: $2.47Exp: 2021-06-01→ Common Stoc (6,666 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2014-08-13$3.70/sh−6,666$24,664→ 0 total
    Exercise: $3.05Exp: 2021-06-01→ Common Stoc (6,666 underlying)
Footnotes (10)
  • [F1]Shares are directly held by Benchmark Capital Partners IV, L.P. ("BCP IV").
  • [F10]All of the shares subject to the option have vested and become exercisable.
  • [F2]Shares are directly held by Benchmark Founders' Fund IV, L.P. ("BFF IV").
  • [F3]Shares are directly held by Benchmark Founders' Fund IV-A, L.P. ("BFF IV-A").
  • [F4]Shares are directly held by Benchmark Founders' Fund IV-B, L.P. ("BFF IV-B").
  • [F5]Shares are directly held by Benchmark Founders' Fund IV-X, L.P. ("BFF IV-X").
  • [F6]Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the Designated Filer and general partner of each of BCP IV, BFF IV, BFF IV-A, BFF IV-B and BFF IV-X, may be deemed to have had the sole voting and dispositive power over the 4,208,387 shares of the Issuer's Common Stock held by BCP IV and its affiliated funds and associated persons (the "Benchmark IV Funds"). BCMC IV and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC IV or its managing members are the beneficial owner of these shares for purposes of Section 16 of any other purpose.
  • [F7]Pursuant to an Agreement and Plan of Merger dated as of July 15, 2014, among the Issuer, Realogy Group LLC, and Honeycomb Acquisition, Inc. ("Purchaser"), a wholly owned indirect subsidiary of Realogy Group LLC: (i) on August 13, 2014, Purchaser accepted all the shares of the Issuer's common stock tendered to it at a price of $6.75 per share in cash, at which time each outstanding and unvested option to purchase shares of the Issuer's common stock vested in full; and (ii) on August 14, 2014, Purchaser was merged with and into the Issuer, at which time each outstanding share of the Issuer's common stock was converted into the right to receive $6.75 in cash, and each outstanding option to purchase shares of the Issuer's common stock was cancelled in exchange for a cash payment equal to $6.75 less the option exercise price, in each case payable without interest and less any required withholding taxes. All transactions reported in this Form 4 relate to the foregoing events.
  • [F8]These Stock Options, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration, less the exercise price of the option.
  • [F9]Any option with an exercise price greater than or equal to $6.75 per share was cancelled at the effective time of the merger without the payment of any consideration.

Documents

1 file

Issuer

ZIPREALTY INC

CIK 0001142512

→
Entity typeoperating

Related Parties

1
  • filerCIK 0001142512

Filing Metadata

Form type
4
Filed
Aug 14, 8:00 PM ET
Accepted
Aug 15, 5:51 PM ET
Size
36.5 KB
View on SEC.gov