Boris F. Shimanovsky - Feb 18, 2022 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Role
Chief Technology Officer
Signature
/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person
Stock symbol
ZIP
Transactions as of
Feb 18, 2022
Transactions value $
-$432,775
Form type
4
Date filed
9/19/2022, 08:40 PM
Previous filing
Dec 22, 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 Award $0 +5.5K +7.94% $0.00 74.7K Mar 15, 2022 Direct
transaction ZIP Class A Common Stock Tax liability -$47.6K -2.52K -3.37% $18.92 72.2K Mar 15, 2022 Direct F1
transaction ZIP Class A Common Stock Options Exercise $0 +6.25K +5.24% $0.00 126K Sep 15, 2022 Direct
transaction ZIP Class A Common Stock Conversion of derivative security $0 +34.4K +27.39% $0.00 160K Sep 15, 2022 Direct
transaction ZIP Class A Common Stock Tax liability -$385K -20.1K -12.6% $19.12 140K 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 +5.5K 5.5K Feb 18, 2022 Class A Common Stock 5.5K Direct F2, F3, F4
transaction ZIP Restricted Stock Units Options Exercise -5.5K -100% 0 Mar 15, 2022 Class A Common Stock 5.5K Direct F2, F3, F4
transaction ZIP Restricted Stock Units Options Exercise -6.25K -7.69% 75K Sep 15, 2022 Class A Common Stock 6.25K Direct F2, F4, F5
transaction ZIP Restricted Stock Units Options Exercise -34.4K -12.5% 241K Sep 15, 2022 Class B Common Stock 34.4K Direct F2, F4, F6
transaction ZIP Class B Common Stock Options Exercise +34.4K 34.4K Sep 15, 2022 Class A Common Stock 34.4K Direct F4, F7
transaction ZIP Class B Common Stock Conversion of derivative security -34.4K -100% 0 Sep 15, 2022 Class A Common Stock 34.4K Direct F4, F7
* 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 Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
F3 The RSUs are fully vested upon grant, with settlement to occur on March 15, 2022.
F4 RSUs do not expire; they either vest or are canceled prior to vesting date.
F5 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.
F6 Commencing on June 22, 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 25% on June 22, 2021 and thereafter 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 New York Stock Exchange and March 15, 2022.
F7 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 5,500 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.