Jeffrey Zwelling - 26 May 2021 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Signature
/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person
Issuer symbol
ZIP
Transactions as of
26 May 2021
Net transactions value
-$1,015,300
Form type
4
Filing time
28 May 2021, 20:13:11 UTC
Previous filing
19 May 2021
Next filing
03 Jun 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZIP Class A Common Stock Conversion of derivative security $0 +111,438 +41% $0.000000 383,170 26 May 2021 Direct F1, F2
transaction ZIP Class A Common Stock Sale $1,015,300 -50,765 -13% $20.00 332,405 26 May 2021 Direct
holding ZIP Class A Common Stock 1,481,908 26 May 2021 See footnote F3

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 Restricted Stock Units Options Exercise -41,000 -100% 0 26 May 2021 Class B Common Stock 41,000 Direct F4, F5
transaction ZIP Restricted Stock Units Options Exercise -14,188 -6.3% 212,812 26 May 2021 Class B Common Stock 14,188 Direct F4, F6, F7
transaction ZIP Restricted Stock Units Options Exercise -56,250 -31% 123,750 26 May 2021 Class B Common Stock 56,250 Direct F4, F8
transaction ZIP Class B Common Stock Options Exercise +111,438 111,438 26 May 2021 Class A Common Stock 111,438 Direct F2
transaction ZIP Class B Common Stock Conversion of derivative security -111,438 -100% 0 26 May 2021 Class A Common Stock 111,438 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.
F2 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.
F3 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.
F4 Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
F5 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.
F6 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.
F7 [continuation of fn6] 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.
F8 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.