Qasim Saifee - Feb 18, 2022 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Signature
/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person
Stock symbol
ZIP
Transactions as of
Feb 18, 2022
Transactions value $
-$450,886
Form type
4
Date filed
9/19/2022, 08:38 PM
Previous filing
Sep 17, 2021
Next filing
Mar 17, 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 +11K +3.68% $0.00 310K Mar 15, 2022 Direct
transaction ZIP Class A Common Stock Tax liability -$85.2K -4.5K -1.45% $18.92 305K Mar 15, 2022 Direct F1
transaction ZIP Class A Common Stock Options Exercise $0 +6.25K +1.87% $0.00 341K Sep 15, 2022 Direct
transaction ZIP Class A Common Stock Conversion of derivative security $0 +29.6K +8.69% $0.00 370K Sep 15, 2022 Direct F2
transaction ZIP Class A Common Stock Tax liability -$366K -19.1K -5.16% $19.12* 351K Sep 15, 2022 Direct F1

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 Award +11K 11K Feb 18, 2022 Class A Common Stock 11K Direct F3, F4, F5
transaction ZIP Restricted Stock Units Options Exercise -11K -100% 0 Mar 15, 2022 Class A Common Stock 11K Direct F3, F4, F5
transaction ZIP Restricted Stock Units Options Exercise -6.25K -7.69% 75K Sep 15, 2022 Class A Common Stock 6.25K Direct F3, F5, F6
transaction ZIP Restricted Stock Units Options Exercise -7.09K -16.67% 35.5K Sep 15, 2022 Class B Common Stock 7.09K Direct F3, F5, F7
transaction ZIP Restricted Stock Units Options Exercise -9.69K -10% 87.2K Sep 15, 2022 Class B Common Stock 9.69K Direct F3, F5, F8
transaction ZIP Restricted Stock Units Options Exercise -7.81K -50% 7.81K Sep 15, 2022 Class B Common Stock 7.81K Direct F3, F5, F7
transaction ZIP Restricted Stock Units Options Exercise -5K -33.33% 10K Sep 15, 2022 Class B Common Stock 5K Direct F3, F5, F9
transaction ZIP Class B Common Stock Options Exercise +29.6K 29.6K Sep 15, 2022 Class A Common 29.6K Direct F10
transaction ZIP Class B Common Stock Conversion of derivative security -29.6K -100% 0 Sep 15, 2022 Class A Common Stock 29.6K Direct F2, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.
F3 Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F4 The RSUs are fully vested upon grant, with settlement to occur on March 15, 2022.
F5 RSUs do not expire; they either vest or are canceled prior to vesting date.
F6 The RSUs vest as to 1/16 of the total shares quarterly beginning on December 15, 2021 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F7 Commencing on January 1, 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. 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 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. 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.
F9 Commencing on May 7, 2020, 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. 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.
F10 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.

Remarks:

The total number of shares reported in Column 5 of Table I in Forms 4 filed after December 15, 2021 do not include shares issued in connection with the vesting of 11,000 RSUs on March 15, 2022 and the related withholding of shares in connection with the payment of federal and state tax withholding obligations resulting from the vesting of such RSUs.