Institutional Venture Partners XV, L.P. - 26 May 2021 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Role
10%+ Owner
Signature
/s/ Tracy Hogan, as authorized signatory for all Reporting Persons
Issuer symbol
ZIP
Transactions as of
26 May 2021
Net transactions value
$0
Form type
4
Filing time
28 May 2021, 17:23:06 UTC
Previous filing
14 May 2021
SEC
View on sec.gov

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
transaction ZIP Convertible Promissory Note Conversion of derivative security $0 -821,486 -100% $0.000000* 0 26 May 2021 Class B Common Stock 821,486 $8.29 Direct F1, F2, F3, F4
transaction ZIP Convertible Promissory Note Conversion of derivative security $0 -410,395 -100% $0.000000* 0 26 May 2021 Class B Common Stock 410,395 $8.29 Direct F2, F3, F5, F6
transaction ZIP Convertible Promissory Note Conversion of derivative security $0 -2,183 -100% $0.000000* 0 26 May 2021 Class B Common Stock 2,183 $8.29 Direct F2, F3, F7, F8
transaction ZIP Class B Common Stock Conversion of derivative security $0 +821,486 +7.7% $0.000000 11,537,381 26 May 2021 Class A Common Stock 821,486 Direct F3, F4
transaction ZIP Class B Common Stock Conversion of derivative security $0 +410,395 +7.7% $0.000000 5,763,820 26 May 2021 Class A Common Stock 410,395 Direct F3, F6
transaction ZIP Class B Common Stock Conversion of derivative security $0 +2,183 +7.7% $0.000000 30,662 26 May 2021 Class A Common Stock 2,183 Direct F3, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Convertible Promissory Note (the "Convertible Note A") had a principal amount of $6,656,750.00, and accrued interest at the rate of 2.5% per annum compounded annually. The Convertible Note A automatically converted into 821,486 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange (May 26, 2021).
F2 The maturity date of each of Convertible Note A, Convertible Note B, and Convertible Note C (as defined in the footnotes to this Form 4) was the earlier to occur of (1) June 22, 2023 and (2) an event of default under such Convertible Notes.
F3 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.
F4 Represents securities held by Institutional Venture Partners XIV, L.P. ("IVP XIV"). Institutional Venture Management XIV, LLC is the general partner of IVP XIV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XIV, LLC and share voting and dispositive power over the shares held by IVP XIV. Such individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any.
F5 The Convertible Promissory Note (the "Convertible Note B") had a principal amount of $3,325,557.52, and accrued interest at the rate of 2.5% per annum compounded annually. The Convertible Note B automatically converted into 410,395 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange (May 26, 2021).
F6 Represents securities held by Institutional Venture Partners XV, L.P. ("IVP XV"). Institutional Venture Management XV, LLC is the general partner of IVP XV. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, a director of the Issuer, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the shares held by IVP XV. Such individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any.
F7 The Convertible Promissory Note (the "Convertible Note C") had a principal amount of $17,692.48, and accrued interest at the rate of 2.5% per annum compounded annually. The Convertible Note C automatically converted into 2,183 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange (May 26, 2021).
F8 Represents securities held by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV Executive Fund"). Institutional Venture Management XV, LLC is the general partner of IVP XV Executive Fund. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, a director of the Issuer, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the shares held by IVP XV Executive Fund. Such individuals disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein, if any.