Form S-1 As filed with the Securities and Exchange Commission on June 1, 2010 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZIPCAR, INC. (Exact name of registrant as specified in its charter) Delaware 7514 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 25 First Street, 4th Floor Cambridge, MA 02141 (617) 995-4231 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Scott W. Griffith Chief Executive Officer 25 First Street, 4th Floor Cambridge, MA 02141 (617) 995-4231 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: John H. Wilmer Cutler Pickering Hale and Dorr LLP 1100 Winter Street, Suite 4650 Waltham, Massachusetts 02451 (781) 966-2000 Keith F.

Higgins, Esq. Ropes & Gray LLP One International Place Boston, Massachusetts 02110 (617) 951-7000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.

¨ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer þ (Do not check if a smaller reporting company) Smaller reporting company ¨ CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, $0.001 par value per share $75,000,000 $5,348 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed.

These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. Cvv Generator Software Free Download. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS Subject to Completion. Dated June 1, 2010 Shares Common Stock This is an initial public offering of shares of common stock of Zipcar, Inc. Zipcar is offering of the shares to be sold in the offering.

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The selling stockholders identified in this prospectus are offering an additional shares. Zipcar will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. Prior to this offering, there has been no public market for the common stock. Best 5 Full Range Driver. It is currently estimated that the initial public offering price per share will be between $ and $. We intend to apply to list our shares of common stock for quotation on the Nasdaq Global Market under the symbol “ZIP”. See “” on page 9 to read about factors you should consider before buying shares of the common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discount $ $ Proceeds, before expenses, to Zipcar $ $ Proceeds, before expenses, to the selling stockholders $ $ To the extent that the underwriters sell more than shares of common stock, the underwriters have the option to purchase up to an additional shares from Zipcar and up to an additional shares from the selling stockholders at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York on, 2010. Goldman, Sachs & Co. J.P. Morgan Prospectus dated, 2010.

Zipcars live in your neighborhood Imagine the convenience of having a car parked right around the corner from where you live or work, without any of the hassles or costs. That’s Zipcar. Whether you’re running errands, running a business or running away for the weekend, Zipcar’s along for the ride. Choose from MINIs, hybrids, trucks and more. Every reservation includes gas and insurance.

Best of all, your Zipcar membership works everywhere we do – in cities and on university campuses across the US, UK and Canada. Learn more at zipcar.com zipcar® wheels when you want them 1 pm 7 pm cars by the hour, by by the spf. Gas and insurance included. 9 am 3 pm the day, zipcar® by the shopping spree. Learn more at zipcar.com TABLE OF CONTENTS Page 1 9 30 31 31 32 33 36 38 52 54 80 92 99 115 118 120 124 127 131 136 136 136 F-1 We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared.

We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Until, 2010 (25 days after the commencement of this offering), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. For investors outside the United States: we have not, the selling stockholders have not and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.

PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. You should read the following summary together with the more detailed information appearing in this prospectus, especially the “Risk Factors” section beginning on page 9 and our consolidated financial statements and related notes, before deciding whether to purchase shares of our common stock. As used in this prospectus, unless the context otherwise requires, references to “we,” “us,” “our” and “Zipcar” refer to the consolidated operations of Zipcar, Inc., and its subsidiaries. Overview Zipcar operates the world’s leading car sharing network.

Founded in 2000, Zipcar provides the freedom of “wheels when you want them” to members in major metropolitan areas and on university campuses. We provide over 400,000 members, also known as “Zipsters”, with self-service vehicles that are conveniently located in reserved parking spaces throughout the neighborhoods where they live and work. Our vehicles are available for use by the hour or by the day through our easy-to-use reservation system, which is available by phone, internet or wireless mobile devices.

Once the vehicle is reserved, a Zipster simply unlocks the vehicle with his or her keyless entry card (called a “Zipcard”), and drives away. Our all-inclusive rates include gas and insurance so Zipsters can easily estimate the total cost of their trips. Zipsters choose the make, model, type and even the color of the Zipcar they want based on their specific needs and desires for each trip. Upon returning the Zipcar, the member locks the vehicle and walks away, free from the costs and hassles of car ownership. Zipcar provides its members a convenient, cost-effective and enjoyable alternative to car ownership. We operate our membership-based business in 13 major metropolitan areas and on more than 150 college campuses in the United States, Canada and the United Kingdom.

We target large, densely populated markets with high parking costs and strong public transportation systems. Based on these criteria, we initially focused our operations in three metropolitan areas: Boston, New York and Washington, D.C. These metropolitan areas have since developed into large-scale car sharing markets that continue to grow. We then applied our knowledge and experience to develop and grow additional markets, such as San Francisco, Chicago, Toronto, Vancouver and London as well as to university campuses. We further increased our geographic footprint to include Seattle, Portland, Atlanta, Philadelphia and Pittsburgh through a merger with Flexcar, Inc.

Our revenue has grown from $13.7 million in 2005 to $131.2 million in 2009. In April 2010, we acquired Streetcar Limited, a car sharing service in the United Kingdom. Our presence in London will also help support our expansion into other European markets. Streetcar’s revenue was $23.1 million in 2009. We believe we have several significant advantages over our competitors.

First, we offer our members the largest fleet of car sharing vehicles in nearly all the major markets in which we operate. Second, because our business is solely focused on car sharing, we are committed to ensuring the highest quality member experience. Third, we have a proprietary and scalable technology platform specifically designed for car sharing. Fourth, Zipcar is one of the most recognized brands in car sharing. Lastly, we have accumulated ten years of car sharing data, which we can leverage to drive loyalty and growth by continually enhancing our member experience.

Operating a self-service car sharing business within and across major metropolitan areas requires a technology platform capable of managing the complex interactions of real-time, location-based activities. Our custom-designed technology platform supports a fully integrated set of activities 1. Across our rapidly growing operations, including member sign-up, online and wireless reservations, keyless vehicle access, fleet management and member management. Our technology also enables us to collect and analyze vast amounts of member usage and fleet operations information to enhance the Zipster experience. On the member side, our system also provides two way texting, an integrated in-vehicle toll collection system and the first car sharing iPhone application. We have identified more than 100 global metropolitan areas and hundreds of universities as attractive markets for car sharing. Today, we operate only in 13 of these major metropolitan areas, which we believe have tremendous further potential for growth.

We currently estimate that ten million driving age residents, business commuters and university community residents live or work within a short walk of a Zipcar in the markets we serve. We intend to continue to grow our business by increasing awareness and adoption in existing markets, expanding into new international and domestic markets, broadening our relationships with existing members and building relationships with businesses, universities and governmental organizations.

Our Solutions The benefits we offer through our solutions are simple and compelling: Ÿ A cost saving alternative to car ownership. Ÿ Convenient neighborhood access to a varied fleet of makes and models. Ÿ Freedom and flexibility beyond other alternatives such as taxis, public transportation and traditional car rental. Ÿ A smart, socially responsible and sustainable lifestyle.

We offer four primary solutions: Individual Membership. We offer a solution for individuals seeking an alternative to the high cost of urban car ownership. In a member survey we conducted, the majority of respondents report selling a car or electing not to buy a car when they join Zipcar. As a result, we estimate that the percentage of Zipster household income spent on transportation is substantially less than the national average, making urban life more affordable. Zipcar for Universities. We provide college students, faculty, staff and local residents living on or near campuses with access to Zipcars while helping university administrators maximize the use of limited on-campus parking and reduce campus congestion.

Zipcar for Business and Zipcar for Government. We help businesses and local governments save money, meet environmental sustainability goals and reduce parking requirements by providing their employees with access to Zipcars. We have also partnered with residential property managers and developers who provide their commercial and residential tenants with access to Zipcar memberships and Zipcars. We offer a fleet management solution, called FastFleet, on a software-as-a-service, or SaaS, basis to organizations that manage their own fleets of vehicles. FastFleet enables these organizations to maximize efficiency and reduce the administrative costs of managing their own fleets by monitoring and improving per-vehicle utilization levels. Market Opportunity We believe the global addressable market for car sharing is enormous and in the early stages of development. Given our estimate that ten million driving age residents, business commuters and university community residents live or work within a short walk of a Zipcar, we believe the adoption in our current cities represents only a small fraction of the existing market opportunity.

Additionally, there are many attractive international and domestic markets with little or no car sharing services today. Zipcar is building a new lifestyle brand based on our mission, “Enabling Simple and Responsible Urban Life.” Our brand building and business are supported by a number of important global trends that we believe will continue to aid in the development of a large global car sharing market: Ÿ Urbanization. As population density increases in urban areas, traffic and pollution increase. To address the negative effects of increasing urbanization, local governments are searching for solutions, like car sharing, to make cities more livable for urban residents. Ÿ Affordability. The cost of living in urban areas is high and increasing.

The costs associated with urban car ownership make affordable living even more challenging. Car sharing provides a convenient and cost effective alternative. Ÿ Trends Toward Self-Service and Pay-Per-Use Consumption. The increased usage of online and mobile services for shopping, banking, travel and entertainment has heightened consumer interest in accessing goods and services anytime, anywhere and paying only for what they use. We believe that car sharing is a natural extension of this trend in consumer behavior. Ÿ Focus on Sustainability.

We believe an important and growing population of consumers, businesses, universities and governments is motivated to adopt and promote sustainable transportation solutions. We believe these global trends will continue for decades and that demand for car sharing services will grow accordingly.

Estimates of the car sharing market opportunity vary based on a variety of factors. According to Frost & Sullivan, revenue from car sharing programs in North America will increase to $3.3 billion in 2016, up from $253 million in 2009. Frost & Sullivan expects revenue from car sharing programs in Europe to increase to € 2.6 billion in 2016, up from € 220 million in 2009. We believe the Frost & Sullivan market forecasts are more likely achievable by 2020. Our Competitive Differentiators We are the leading provider of car sharing services.

Our business is solely focused on car sharing, and we are committed to ensuring the highest quality member experience. We believe our current leadership position is based on a number of distinct competitive advantages. Our First Mover Position, Within and Across Key Cities. We have over 7,000 Zipcars interspersed throughout the largest car sharing network of cities and vehicle locations in the world.

We provide a broad range of vehicle alternatives to suit our members’ specific needs and desires for each trip. No other car sharing service offers the size and diversity of our Zipcar fleet or the convenient access across as many cities.

Low Cost, Word of Mouth Marketing. Our superior member experience has allowed us to build a broad, diverse and active membership base. Many Zipsters have become brand ambassadors, 3. And their continued advocacy of our brand is a cornerstone of our success. They actively refer friends, family and colleagues to our service, creating a network effect that we believe is a powerful competitive advantage.

A Brand Synonymous with Car Sharing. We believe the Zipcar brand embodies our mission of enabling simple and responsible urban living. There is an important element of trust and reliability associated with an established brand name.

Our Integrated Technology Platform. Our proprietary technology platform was specifically designed for car sharing and can easily scale across global markets. We do not believe any other car sharing competitor has the experience that we have in operating a large-scale integrated technology platform for car sharing and proven performance in scalable operations across markets, continents and currencies. Our Knowledge Base. None of our competitors has the benefit of having launched and operated car sharing at scale in as many cities for as long as we have. We have accumulated ten years of detailed car sharing data representing millions of member interactions, vehicle reservations and related activities. As a result, we possess car sharing information and knowledge that we believe none of our competitors has.

We leverage usage and fleet data to continually develop the brand, enhance our member experience, optimize fleet usage rates and minimize fleet operation expenses. Our Growth Strategy We intend to pursue aggressive growth in our business with the following strategies: Ÿ Increase Awareness and Adoption in Existing Markets. We plan to attract new members through a combination of awareness campaigns, including advertising, public relations, search engine marketing, member referrals, and grassroots community events. We believe that brand advocacy by our loyal Zipsters, along with our physical presence in branded vehicles and parking location signage will have a compounding effect on the overall awareness of our brand. Ÿ Expand into New Markets. We intend to expand into new international and domestic markets organically and through acquisitions and partnerships. In November 2007, we acquired Flexcar, which extended our geographic footprint in North America.

In December 2009, we completed an investment in Catalunya Carsharing S.A., known as Avancar, the largest car sharing operator in Spain. In April 2010, we acquired Streetcar, which we expect will help to establish us as the market leader in London with a base for future expansion opportunities in Europe. Ÿ Broaden Our Relationships with Existing Members. We believe continuously improving our members’ experiences translates into longer and more active member relationships. We will continue to seek ways to broaden our product and service offerings to provide our members with solutions to the unique challenges associated with urban and university lifestyles.

Ÿ Continue to Build Offerings for Businesses and Government Agencies. We have a dedicated marketing group targeting businesses and government agencies. We intend to continue to attract new members for our Zipcar for Business and Zipcar for Government offerings.

In addition, we will expand our FastFleet program to serve additional government agencies and businesses. Recent Developments In April 2010, we acquired Streetcar. We believe London has the potential to be one of the world’s largest car sharing markets based on its commuting characteristics, financial burdens of car ownership, demographics and other factors. Our presence in London will also help support our expansion into other European markets.

On May 24, 2010, Zipcar Vehicle Financing LLC, or ZVF, a special purpose entity wholly-owned by Zipcar, entered into a new securitization program and a new variable funding note facility, which collectively, we refer to as our ABS facility. The ABS facility has a revolving period of one year, with an amortization period of an additional two years. The committed aggregate principal amount of this facility is $70.0 million. We will use this facility to purchase vehicles and we expect to meet most, if not all, of our future vehicle needs in the United States through leases from ZVF. Risks That We Face You should consider carefully the risks described under the “Risk Factors” section beginning on page 9 and elsewhere in this prospectus.

These risks could materially and adversely impact our business, financial condition, operating results and cash flow, which could cause the trading price of our common stock to decline and could result in a partial or total loss of your investment. Corporate History and Information We were incorporated in Delaware in January 2000 as Zipcar, Inc. Our principal executive office is located at 25 First Street, Cambridge, MA 02141 and our telephone number is (617) 995-4231. Our Internet website address is www.zipcar.com. The information on, or that can be accessed through, our website is not part of this prospectus, and you should not rely on any such information in making the decision whether to purchase our common stock. Industry Data Some of the industry and market data contained in this prospectus are based on independent industry publications or other publicly available information, while other information is based on our internal sources. Although we believe that each source is reliable as of its respective date, the information contained in such sources has not been independently verified, and neither the underwriters nor we can assure you as to the accuracy or completeness of this information.

As a result, you should be aware that the industry and market data contained in this prospectus, and beliefs and estimates based on such data, may not be reliable. The Offering Common stock offered by Zipcar shares Common stock offered by the selling stockholders shares Total shares offered shares Option to purchase additional shares To the extent that the underwriters sell more than shares of common stock, the underwriters have the option to purchase up to an additional shares from Zipcar and up to an additional shares from the selling stockholders at the initial public offering price less the underwriting discount.

Common stock to be outstanding after this offering shares Use of proceeds We intend to use our net proceeds from this offering (i) to pay down certain outstanding loan balances relating to our purchase of Streetcar and under our existing credit lines and ABS facility and (ii) for working capital and other general corporate purposes. We may also use a portion of our proceeds for the acquisition of, or investment in, businesses, services or technologies that complement our business. We will not receive any proceeds from the shares sold by the selling stockholders. See “Use of Proceeds” for more information. SUMMARY CONSOLIDATED FINANCIAL DATA The following tables set forth, for the periods and at the dates indicated, our summary consolidated financial data.

Historical results are not indicative of the results to be expected in the future and results of interim periods are not necessarily indicative of results for the entire year. You should read the following information together with the more detailed information contained in “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

Some of the information or materials made available on this website may contain forward-looking statements. Statements including words such as 'believe,' 'may,' 'will,' 'estimate,' 'continue,' 'anticipate,' 'intend,' 'expect' or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to assumptions, risks and uncertainties that could cause actual events or actual future results to differ materially from the expectations set forth in the forward-looking statements. Some of the factors which could cause Facebook's results to differ materially from its expectations include, but are not limited to, those described in the 'Risk Factors,' 'Limitations of Key Metrics and Other Data' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' sections in Facebook's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission. These forward-looking statements speak only as of the date they were originally made to the public. Facebook assumes no obligation and does not intend to update these forward-looking statements. Archived materials are provided for reference by Facebook.

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