Jeffrey Zwelling - Jun 15, 2021 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Signature
/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person
Stock symbol
ZIP
Transactions as of
Jun 15, 2021
Transactions value $
-$269,892
Form type
4
Date filed
6/24/2021, 09:33 PM
Previous filing
Jun 14, 2021
Next filing
Aug 18, 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 +25.4K +10.69% $0.00 263K Jun 15, 2021 Direct F1, F2
transaction ZIP Class A Common Stock Sale -$270K -12.9K -4.88% $21.00 250K Jun 15, 2021 Direct F3
holding ZIP Class A Common Stock 1.37M Jun 15, 2021 See Footnote F4

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 -11.3K -9.09% 113K Jun 15, 2021 Class B Common Stock 11.3K Direct F5, F6
transaction ZIP Restricted Stock Units Options Exercise -14.2K -6.67% 199K Jun 15, 2021 Class B Common Stock 14.2K Direct F5, F7, F8
transaction ZIP Class B Common Stock Options Exercise +25.4K 25.4K Jun 15, 2021 Class A Common Stock 25.4K Direct F2
transaction ZIP Class B Common Stock Conversion of derivative security -25.4K -100% 0 Jun 15, 2021 Class A Common Stock 25.4K 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 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.70 to $21.00 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4 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.
F5 Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
F6 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.
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.