David Travers - May 14, 2021 Form 3 Insider Report for ZIPRECRUITER, INC. (ZIP)

Role
Chief Financial Officer
Signature
/s/ Ryan Sakamoto, Attorney-in-Fact
Stock symbol
ZIP
Transactions as of
May 14, 2021
Transactions value $
$0
Form type
3
Date filed
5/14/2021, 09:30 PM
Next filing
May 19, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ZIP Class B Common Stock May 14, 2021 Class A Common Stock 566K Direct F1
holding ZIP Employee Stock Option (right to buy) May 14, 2021 Class B Common Stock 453K $0.84 Direct F2
holding ZIP Employee Stock Option (right to buy) May 14, 2021 Class B Common Stock 276K $3.70 Direct F3
holding ZIP Restricted Stock Units (RSU) May 14, 2021 Class B Common Stock 325K Direct F4, F5
holding ZIP Restricted Stock Units (RSU) May 14, 2021 Class B Common Stock 109K Direct F5, F6
holding ZIP Restricted Stock Units (RSU) May 14, 2021 Class B Common Stock 20K Direct F5, F7
holding ZIP Restricted Stock Units (RSU) May 14, 2021 Class B Common Stock 186K Direct F5, F8
holding ZIP Class B Common Stock May 14, 2021 Class A Common Stock 843K See footnote F1, F9
holding ZIP Series A Preferred Stock May 14, 2021 Class B Common Stock 3.46M See footnote F10, F11
holding ZIP Series B Preferred Stock May 14, 2021 Class B Common Stock 337K See footnote F11, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
F2 The stock option is fully vested.
F3 The stock option vests as to 1/48 of the total shares monthly, beginning August 1, 2017, until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
F4 The RSUs vested as to 25% of the total shares on April 1, 2020, and then 6.25% of the total shares vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F5 Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
F6 The RSUs vested as to 25% of the total shares on January 1, 2021, and then 6.25% of the total shares vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F7 The RSUs shall 100% vest upon the earliest to occur of (a) first trading day following the expiration of the lockup period applicable to the IPO of the Issuer's equity securities pursuant to an effective registration statement, (b) March 15 of the calendar year following the year in which an IPO occurs or (c) a change of control, provided that the Reporting Person remains an employee or provider of service to the Issuer at such time. The Issuer's Board of Directors has waived the foregoing vesting requirement such that the RSUs shall vest in full effective as of the earlier of (a) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (b) March 15, 2022.
F8 The RSUs vest as of 1/16 of the total shares quarterly beginning on January 1, 2021 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F9 Represents shares held by Basepoint Ventures Opportunity II, LLC, of which the Reporting Person is a managing partner.
F10 Each share of Series A Preferred Stock will convert into Class B Common Stock on a one-for-eight basis upon the effectiveness of the Issuer's registration statement on Form S-1 and has no expiration date.
F11 Represents shares held by Basepoint Ventures Opportunity I, LLC, which the Reporting Person is a managing partner.
F12 Each share of Series B Preferred Stock will convert into Class B Common Stock on a one-for-one basis upon the effectiveness of the Issuer's registration statement on Form S-1 and has no expiration date.