Edgar Filing: Goldfinger Edward G

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Goldfinger Edward G

2. Date of Event Requiring Statement (Month/Day/Year)
04/08/2011

3. Issuer Name and Ticker or Trading Symbol
ZIPCAR INC [ZIP]

(Last)

(First)

(Middle)

C/O ZIPCAR, INC. 25 FIRST STREET,Â 4TH FLOOR

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

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

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

(Street)

CAMBRIDGE,Â MAÂ 02141

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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Nonstatutory Stock Option (right to buy)	Â ⁽¹⁾	09/03/2017	Common Stock	208,500 ⁽²⁾	$ 4.5 ⁽²⁾	D	Â
Incentive Stock Option (right to buy)	Â ⁽¹⁾	09/03/2017	Common Stock	54,000 ⁽²⁾	$ 4.5 ⁽²⁾	D	Â
Nonstatutory Stock Option (right to buy)	Â ⁽³⁾	11/03/2018	Common Stock	50,000 ⁽²⁾	$ 5.1 ⁽²⁾	D	Â
Nonstatutory Stock Option (right to buy)	Â ⁽⁴⁾	02/25/2020	Common Stock	40,948 ⁽²⁾	$ 8.74 ⁽²⁾	D	Â
Incentive Stock Option (right to buy)	Â ⁽⁴⁾	02/25/2020	Common Stock	21,552 ⁽²⁾	$ 8.74 ⁽²⁾	D	Â
Nonstatutory Stock Option (right to buy)	Â ⁽⁵⁾	02/24/2021	Common Stock	125,000 ⁽²⁾	$ 14.42 ⁽²⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Goldfinger Edward G C/O ZIPCAR, INC. 25 FIRST STREET 4TH FLOOR CAMBRIDGE,Â MAÂ 02141	Â	Â	Â Chief Financial Officer	Â

Signatures

/s/ Edward G. Goldfinger		04/08/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	This option became exercisable as to 25% of the shares subject to this option on September 4, 2008. The remainder of the shares subject to this option become exercisable in 36 equal monthly installments thereafter.
(2)	Reflects a 1-for-2 reverse stock split of the common stock of Zipcar, Inc., which became effective on March 29, 2011, pursuant to which (i) the number of shares of common stock underlying this option was reduced by half and (ii) the exercise price of this option was doubled.
(3)	This option becomes exercisable as to 2.0833% of the shares subject to this option in 48 equal monthly installments beginning on December 3, 2008.
(4)	This option becomes exercisable as to 2.0833% of the shares subject to this option in 48 equal monthly installments beginning on March 25, 2010.
(5)	This option becomes exercisable as to 2.0833% of the shares subject to this option in 48 equal monthly installments beginning on March 24, 2011.
Â Remarks: ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.