Ryan Sakamoto - May 26, 2021 Form 4/A - Amendment Insider Report for ZIPRECRUITER, INC. (ZIP)

Signature
/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person
Stock symbol
ZIP
Transactions as of
May 26, 2021
Transactions value $
-$2,241,280
Form type
4/A - Amendment
Date filed
4/20/2022, 07:13 PM
Date Of Original Report
May 28, 2021
Previous filing
May 19, 2021
Next filing
Jun 24, 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 +99.1K +75.09% $0.00 231K May 26, 2021 Direct F1, F2
transaction ZIP Class A Common Stock Sale -$1.53M -76.3K -33.02% $20.00 155K May 26, 2021 Direct
transaction ZIP Class A Common Stock Sale -$315K -15K -9.69% $21.00 140K May 26, 2021 Direct
transaction ZIP Class A Common Stock Sale -$400K -20K -29.41% $20.00 48K May 26, 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 -67.5K -56.25% 52.5K May 26, 2021 Class B Common Stock 67.5K Direct F4, F5
transaction ZIP Restricted Stock Units Options Exercise -2.25K -6.25% 33.8K May 26, 2021 Class B Common Stock 2.25K Direct F4, F6
transaction ZIP Restricted Stock Units Options Exercise -14.4K -31.25% 31.6K May 26, 2021 Class B Common Stock 14.4K Direct F4, F7
transaction ZIP Employee Stock Option (right to buy) Options Exercise $0 -15K -20.83% $0.00 57K May 26, 2021 Class B Common Stock 15K $0.98 Direct F8
transaction ZIP Class B Common Stock Options Exercise +99.1K 99.1K May 26, 2021 Class A Common Stock 99.1K Direct F2
transaction ZIP Class B Common Stock Conversion of derivative security -99.1K -100% 0 May 26, 2021 Class A Common Stock 99.1K 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 shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.
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 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.
F6 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.
F7 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.
F8 The stock option is fully vested.

Remarks:

This amendment to Form 4 is filed to correct the number of shares of Class B Common Stock that converted to Class A Common Stock on May 26, 2021, as reported in Form 4 filed on May 28, 2021. This amendment to Form 4 amends and restates the original Form 4 in its entirety.