Ryan Sakamoto - Sep 15, 2021 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Signature
/s/ Ryan Sakamoto
Stock symbol
ZIP
Transactions as of
Sep 15, 2021
Transactions value $
-$259,435
Form type
4
Date filed
9/17/2021, 09:45 PM
Previous filing
Aug 18, 2021
Next filing
Oct 29, 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 +12.6K $0.00 12.6K Sep 15, 2021 Direct F1, F2
transaction ZIP Class A Common Stock Sale -$174K -6.69K -53.02% $25.94 5.93K Sep 15, 2021 Direct F3
transaction ZIP Class A Common Stock Conversion of derivative security $0 +6.25K +105.38% $0.00 12.2K Sep 16, 2021 Direct F1, F2
transaction ZIP Class A Common Stock Sale -$85.8K -3.32K -27.29% $25.81 8.86K Sep 16, 2021 Direct F3, F4
holding ZIP Class A Common Stock 130K Sep 15, 2021 See footnote F5

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 -7.5K -16.67% 37.5K Sep 15, 2021 Class B Common Stock 7.5K Direct F6, F7
transaction ZIP Restricted Stock Units Options Exercise -2.25K -7.14% 29.3K Sep 15, 2021 Class B Common Stock 2.25K Direct F6, F8
transaction ZIP Restricted Stock Units Options Exercise -2.88K -10% 25.9K Sep 15, 2021 Class B Common Stock 2.88K Direct F6, F9
transaction ZIP Restricted Stock Units Options Exercise -6.25K -6.25% 93.8K Sep 15, 2021 Class B Common Stock 6.25K Direct F6, F10
transaction ZIP Class B Common Stock Options Exercise +18.9K 18.9K Sep 15, 2021 Class A Common Stock 18.9K Direct F2, F6
transaction ZIP Class B Common Stock Conversion of derivative security -12.6K -66.89% 6.25K Sep 15, 2021 Class A Common Stock 12.6K Direct F2
transaction ZIP Class B Common Stock Conversion of derivative security -6.25K -100% 0 Sep 16, 2021 Class A Common Stock 6.25K Direct 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 Represents the aggregate number of shares sold by the Reporting Person to cover taxes and fees due upon the release and settlement of the restricted stock units ("RSUs"). The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes and fees.
F4 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.81 to $26.09 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.
F5 The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.
F6 Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
F7 Commencing on February 14, 2020, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person 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. The Issuer's Board of Directors has waived the liquidity event requirement condition effective as of the earlier of the first day of trading of the Issuer's Class A Common Stock on the (i) New York Stock Exchange and (ii) March 15, 2022.
F8 Commencing on March 24, 2021, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person 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. The Issuer's Board of Directors has waived the Liquidity Event Requirement condition effective as of the earlier of (i) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (ii) March 15, 2022.
F9 Commencing on February 28, 2021, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person 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. The Issuer's Board of Directors has waived the liquidity event requirement condition effective as of the earlier of (i) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (ii) March 15, 2022.
F10 The RSUs vested as to 6.25% of the total shares on September 15, 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.