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

Role
Chief Operating 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, 09:32 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 272K Direct F1
holding ZIP Class B Common Stock May 14, 2021 Class A Common Stock 1.48M See Footnote F1, F2
holding ZIP Employee Stock Option (right to buy) May 14, 2021 Class B Common Stock 30K $0.84 Direct F3
holding ZIP Employee Stock Option (right to buy) May 14, 2021 Class B Common Stock 194K $0.84 Direct F3
holding ZIP Employee Stock Option (right to buy) May 14, 2021 Class B Common Stock 2.04M $0.98 Direct F3
holding ZIP Restricted Stock Units (RSU) May 14, 2021 Class B Common Stock 180K Direct F4, F5
holding ZIP Restricted Stock Units (RSU) May 14, 2021 Class B Common Stock 41K Direct F5, F6
holding ZIP Restricted Stock Units (RSU) May 14, 2021 Class B Common Stock 227K Direct F5, F7, F8
* 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 These shares are held of record by Zwelling Family LP. The Reporting Person is the general partner of Zwelling Family LP and may be deemed to have voting power and investment power over the securities held by Zwelling Family LP.
F3 The option is fully vested.
F4 25% of the total shares underlying the option vested on January 1, 2021, and the remainder will vest as to 1/16 of the total award in quarterly installments 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 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.
F7 Commencing on March 24, 2021, the RSUs shall vest upon satisfaction of two conditions while the recipient remains an employee or provider of services to the Issuer: (a) a time and service requirement satisfied as to 1/16 of the RSUs on each quarterly vesting date following the vesting commencement date; and (b) a liquidity event requirement satisfied on the earliest to occur of the first trading day following the expiration of the lockup period applicable to an IPO of the Issuer's equity securities pursuant to an effective registration statement, March 15 of the calendar year following the year in which an IPO occurs, or a change in control.
F8 [continuation of fn7] The Issuer's Board of Directors has waived the Liquidity Event Requirement condition 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.