| 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 | +25.6% | $0.00 | 125K | Dec 15, 2021 | Direct | F1 |
| transaction | ZIP | Class A Common Stock | Tax liability | -$311K | -12.6K | -10.11% | $24.64 | 112K | Dec 15, 2021 | Direct | F2 |
| holding | ZIP | Class A Common Stock | 1.37M | Dec 15, 2021 | See Footnote | F3 |
| 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 | -10% | 101K | Dec 15, 2021 | Class B Common Stock | 11.3K | Direct | F4, F5 | |||
| transaction | ZIP | Restricted Stock Units | Options Exercise | -14.2K | -7.14% | 184K | Dec 15, 2021 | Class B Common Stock | 14.2K | Direct | F4, F6, F7 | |||
| transaction | ZIP | Class B Common Stock | Options Exercise | +25.4K | 25.4K | Dec 15, 2021 | Class A Common Stock | 25.4K | Direct | F8 | ||||
| transaction | ZIP | Class B Common Stock | Conversion of derivative security | -25.4K | -100% | 0 | Dec 15, 2021 | Class A Common Stock | 25.4K | Direct | F1, F8 |
Jeffrey Zwelling is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock. |
| F2 | Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units (the "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. |
| 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 RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. |
| F5 | 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. |
| 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 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. |
| F8 | 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. |