UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

 

Zipcar, Inc.

(Name of issuer)

 

 

 

Common Stock, $0.001 par value per share

(Title of class of securities)

 

98974X103

(CUSIP number)

 

December 31, 2011

(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)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s 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).

 

 

 

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SCHEDULE 13G

 

CUSIP No. 98974X103		Page 2 of 10 Pages

 

(1)		Names of reporting persons   Greylock XII Limited Partnership
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
(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   1,833,238
				(7)		Sole dispositive power   0
				(8)		Shared dispositive power   1,833,238
(9)		Aggregate amount beneficially owned by each reporting person   1,833,238
(10)		Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨
(11)		Percent of class represented by amount in Row (9)   4.66%
(12)		Type of reporting person (see instructions)   PN

 

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SCHEDULE 13G

 

CUSIP No. 98974X103		Page 3 of 10 Pages

 

(1)		Names of reporting persons   Greylock XII-A Limited Partnership
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
(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   203,693
				(7)		Sole dispositive power   0
				(8)		Shared dispositive power   203,693
(9)		Aggregate amount beneficially owned by each reporting person   203,693
(10)		Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨
(11)		Percent of class represented by amount in Row (9)   0.52%
(12)		Type of reporting person (see instructions)   PN

 

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SCHEDULE 13G

 

CUSIP No. 98974X103		Page 4 of 10 Pages

 

(1)		Names of reporting persons   Greylock XII GP Limited Liability Company
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
(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   2,036,931
				(7)		Sole dispositive power   0
				(8)		Shared dispositive power   2,036,931
(9)		Aggregate amount beneficially owned by each reporting person   2,036,931
(10)		Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨
(11)		Percent of class represented by amount in Row (9)   5.18%
(12)		Type of reporting person (see instructions)   OO

 

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SCHEDULE 13G

 

CUSIP No. 98974X103		Page 5 of 10 Pages

 

(1)		Names of reporting persons   William W. Helman
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
(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   10,935
				(6)		Shared voting power   2,036,931
				(7)		Sole dispositive power   10,935
				(8)		Shared dispositive power   2,036,931
(9)		Aggregate amount beneficially owned by each reporting person   2,047,866
(10)		Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨
(11)		Percent of class represented by amount in Row (9)   5.21%
(12)		Type of reporting person (see instructions)   IN

 

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SCHEDULE 13G

 

CUSIP No. 98974X103		Page 6 of 10 Pages

 

(1)		Names of reporting persons   Aneel Bhusri
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
(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   6,432
				(6)		Shared voting power   2,036,931
				(7)		Sole dispositive power   6,432
				(8)		Shared dispositive power   2,036,931
(9)		Aggregate amount beneficially owned by each reporting person   2,043,363
(10)		Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨
(11)		Percent of class represented by amount in Row (9)   5.20%
(12)		Type of reporting person (see instructions)   IN

 

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SCHEDULE 13G

 

CUSIP No. 98974X103		Page 7 of 10 Pages

 

Item 1(a)

Name of Issuer:

Zipcar, Inc.

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

25 First Street

4^th Floor

Cambridge, MA 02141

 

Item 2(a)

Name of Person Filing:

Greylock XII Limited Partnership (“GXIILP”).

Greylock XII-A Limited Partnership (“GXIIALP”).

Greylock XII GP Limited Liability Company (“GXIIGPLLC”), the General Partner of GXIILP and GXIIALP.

William W. Helman, a Senior Managing Member of GXIIGPLLC.

Aneel Bhusri, a Senior Managing Member of GXIIGPLLC.

 

Item 2(b)

Address of Principal Business Office or, if None, Residence:

The address of each of the reporting persons is:

c/o Greylock Management Corporation

One Brattle Square

#4

Cambridge, MA 02138

 

Item 2(c)

Citizenship:

GXIILP Delaware limited partnership

GXIIALP Delaware limited partnership

GXIIGPLLC Delaware limited liability company

Mr. Helman U.S. citizen

Mr. Bhusri U.S. citizen

 

Item 2(d)

Title of Class of Securities:

This Schedule 13G report relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Zipcar, Inc.

 

Item 2(e)

CUSIP Number:

98974X103

 

Item 3

Description of Person Filing:

Not applicable.

 

Item 4

Ownership:

 

(a)

Amount Beneficially Owned:

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SCHEDULE 13G

 

CUSIP No. 98974X103		Page 8 of 10 Pages

As of December 31, 2011: (i) GXIILP was the record holder of 1,833,238 shares of Common Stock (the “GXIILP Shares”); and (ii) GXIIALP was the record holder of 203,693 shares of Common Stock (the “GXIIALP Shares”) together with the GXIILP Shares, the “Record Shares”).

GXIIGPLLC, as the general partner of GXIILP and GXIIALP, may be deemed to beneficially own the Record Shares.

Mr. Helman, as a Senior Managing Member of GXIIGPLLC, may be deemed to beneficially own the Record Shares. Mr. Helman may be deemed to beneficially own 10,935 shares of Common Stock held of record by Greylock XII Principals LLC, as nominee on behalf of Mr. Helman.

Mr. Bhursi, as a Senior Managing Member of GXIIGPLLC, may be deemed to benefically own the Record Shares. Mr. Bhusri may be deemed to beneficially own 6,432 shares Common Stock held of record by Greylock XII Principals LLC, as nominee on behalf of Mr. Bhusri.

 

(b)

Percent of Class:

 

			September 30,
GXIILP:			4.66	%
GXIIALP:			0.52	%
GXIIGPLLC:			5.18	%
Mr. Helman:			5.21	%
Mr. Bhusri			5.20	%

The ownership percentages above are based on an aggregate of 39,301,606 shares of common stock outstanding as of November 1, 2011 as reported in the issuer’s Form 10-Q for the quarter ended September 30, 2011.

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SCHEDULE 13G

 

CUSIP No. 98974X103		Page 9 of 10 Pages

 

(c)

Number of Shares as to which the Person has:

 

			September 30,				September 30,				September 30,				September 30,
		NUMBER OF SHARES
Reporting Person		(i)				(ii)				(iii)				(iv)
GXIILP			0				1,833,238				0				1,833,238
GXIIALP			0				203,693				0				203,693
GXIIGPLLC			0				2,036,931				0				2,036,931
William W. Helman			10,935				2,036,931				10,935				2,036,931
Aneel Bhusri			6,432				2,036,931				6,432				2,036,931

 

(i)	Sole power to vote or 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

 

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:

Each of the Reporting Persons expressly disclaims membership in a “Group” as defined in Rule 13d-1(b)(ii)(J).

 

Item 9

Notice of Dissolution of Group:

Not applicable.

 

Item 10

Certification:

Not applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

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SCHEDULE 13G

 

CUSIP No. 98974X103		Page 10 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

DATED: February 2, 2012.

 

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SCHEDULE 13G

 

CUSIP No. 98974X103

Exhibit I

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Zipcar, Inc.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

DATED: February 2, 2012.