Ryan Sakamoto - Jun 15, 2022 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Signature
/s/ Ryan Sakamoto
Stock symbol
ZIP
Transactions as of
Jun 15, 2022
Transactions value $
-$151,704
Form type
4
Date filed
6/17/2022, 05:18 PM
Previous filing
May 24, 2022
Next filing
Jun 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZIP Class A Common Stock Options Exercise $0 +6.25K +9.57% $0.00 71.6K Jun 15, 2022 Direct
transaction ZIP Class A Common Stock Conversion of derivative security $0 +12.6K +17.64% $0.00 84.2K Jun 15, 2022 Direct F1
transaction ZIP Class A Common Stock Tax liability -$152K -9.88K -11.74% $15.35 74.3K Jun 15, 2022 Direct F2
holding ZIP Class A Common Stock 77.7K Jun 15, 2022 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 -6.25K -7.69% 75K Jun 15, 2022 Class A Common Stock 6.25K Direct F4, F5, F6
transaction ZIP Restricted Stock Units Options Exercise -2.25K -9.09% 22.5K Jun 15, 2022 Class B Common Stock 2.25K Direct F6, F7, F8
transaction ZIP Restricted Stock Units Options Exercise -2.88K -14.29% 17.3K Jun 15, 2022 Class B Common Stock 2.88K Direct F6, F7, F9
transaction ZIP Restricted Stock Units Options Exercise -7.5K -33.33% 15K Jun 15, 2022 Class B Common Stock 7.5K Direct F6, F7, F10
transaction ZIP Class B Common Stock Options Exercise +12.6K 12.6K Jun 15, 2022 Class A Common Stock 12.6K Direct F11
transaction ZIP Class B Common Stock Conversion of derivative security -12.6K -100% 0 Jun 15, 2022 Class A Common Stock 12.6K Direct F1, F11
* 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 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 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 RSU represents a contingent right to receive one share of the Issuer's Class A 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 RSUs do not expire; they either vest or are canceled prior to vesting date.
F7 Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
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.
F11 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.