| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ZIP | Class A Common Stock | Options Exercise | $0 | +3K | +4.36% | $0.00 | 71.8K | Mar 15, 2022 | Direct | |
| transaction | ZIP | Class A Common Stock | Tax liability | -$27K | -1.43K | -1.99% | $18.92 | 70.4K | Mar 18, 2022 | Direct | F1 |
| transaction | ZIP | Class A Common Stock | Options Exercise | $0 | +6.25K | +8.95% | $0.00 | 76.1K | Sep 15, 2022 | Direct | |
| transaction | ZIP | Class A Common Stock | Conversion of derivative security | $0 | +12.6K | +16.59% | $0.00 | 88.7K | Sep 15, 2022 | Direct | F2 |
| transaction | ZIP | Class A Common Stock | Tax liability | -$189K | -9.88K | -11.14% | $19.12 | 78.8K | Sep 15, 2022 | Direct | F1 |
| holding | ZIP | Class A Common Stock | 77.7K | Feb 18, 2022 | 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 | Award | +3K | 3K | Feb 18, 2022 | Class A Common Stock | 3K | Direct | F4, F5, F6 | ||||
| transaction | ZIP | Restricted Stock Units | Options Exercise | -3K | -100% | 0 | Mar 15, 2022 | Class A Common Stock | 3K | Direct | F4, F5, F6 | |||
| transaction | ZIP | Restricted Stock Units | Options Exercise | -6.25K | -8.33% | 68.8K | Sep 15, 2022 | Class A Common Stock | 6.25K | Direct | F4, F6, F7 | |||
| transaction | ZIP | Restricted Stock Units | Options Exercise | -2.25K | -10% | 20.3K | Sep 15, 2022 | Class B Common Stock | 2.25K | Direct | F4, F6, F8 | |||
| transaction | ZIP | Restricted Stock Units | Options Exercise | -2.88K | -16.67% | 14.4K | Sep 15, 2022 | Class B Common Stock | 2.88K | Direct | F4, F6, F9 | |||
| transaction | ZIP | Restricted Stock Units | Options Exercise | -7.5K | -50% | 7.5K | Sep 15, 2022 | Class B Common Stock | 7.5K | Direct | F4, F6, F10 | |||
| transaction | ZIP | Class B Common Stock | Options Exercise | +12.6K | 12.6K | Sep 15, 2022 | Class A Common Stock | 12.6K | Direct | F11 | ||||
| transaction | ZIP | Class B Common Stock | Conversion of derivative security | -12.6K | -100% | 0 | Sep 15, 2022 | Class A Common Stock | 12.6K | Direct | F2, F11 |
| 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 | 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 B Common Stock upon settlement. |
| F5 | The RSUs are fully vested upon grant, with settlement to occur on March 15, 2022. |
| F6 | RSUs do not expire; they either vest or are canceled prior to vesting date. |
| 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. |
| 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. |
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 3,000 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.