Timothy G. Yarbrough - Feb 18, 2022 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Role
Chief Financial Officer
Signature
/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person
Stock symbol
ZIP
Transactions as of
Feb 18, 2022
Transactions value $
-$295,684
Form type
4
Date filed
9/19/2022, 08:43 PM
Previous filing
Dec 28, 2021
Next filing
Mar 7, 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 +5.5K +7.79% $0.00 76.1K Mar 15, 2022 Direct
transaction ZIP Class A Common Stock Tax liability -$47.6K -2.52K -3.32% $18.92 73.3K Mar 15, 2022 Direct F1
transaction ZIP Class A Common Stock Options Exercise $0 +6.25K +6.21% $0.00 107K Sep 15, 2022 Direct F2
transaction ZIP Class A Common Stock Conversion of derivative security $0 +18.1K +16.9% $0.00 125K Sep 15, 2022 Direct F3
transaction ZIP Class A Common Stock Tax liability -$248K -13K -10.39% $19.12 112K Sep 15, 2022 Direct F1
holding ZIP Class A Common Stock 250K Feb 18, 2022 See footnote F4

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 F5, F6, F7
transaction ZIP Restricted Stock Units Options Exercise -5.5K -100% 0 Mar 15, 2022 Class A Common Stock 5.5K Direct F5, F6, F7
transaction ZIP Restricted Stock Units Options Exercise -6.25K -7.69% 75K Sep 15, 2022 Class A Common Stock 6.25K Direct F2, F5, F7, F8
transaction ZIP Restricted Stock Units Options Exercise -7.5K -50% 7.5K Sep 15, 2022 Class B Common Stock 7.5K Direct F5, F7, F9
transaction ZIP Restricted Stock Unit Options Exercise -4.31K -16.66% 21.6K Sep 15, 2022 Class B Common Stock 4.31K Direct F5, F7, F10
transaction ZIP Restricted Stock Unit Options Exercise -6.25K -12.5% 43.8K Sep 15, 2022 Class B Common Stock 6.25K Direct F5, F7, F11
transaction ZIP Class B Common Stock Options Exercise +18.1K 18.1K Sep 15, 2022 Class A Common Stock 18.1K Direct F12
transaction ZIP Class B Common Stock Conversion of derivative security -18.1K -100% 0 Sep 15, 2022 Class A Common Stock 18.1K Direct F3, F12
* 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 This RSU was granted by the Compensation Committee of the Issuer's Board of Directors on February 18, 2022. The grant date for this RSU was inadvertently reported as December 15, 2022 in a Form 4 filed on February 14, 2022.
F3 Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.
F4 These securities are held of record by the Yarbrough Family Trust, dated March 23, 2017, a living trust, of which the Reporting Person is co-trustee.
F5 Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
F6 The RSUs are fully vested upon grant, with settlement to occur on March 15, 2022.
F7 RSUs do not expire; they either vest or are canceled prior to vesting date.
F8 The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F9 The RSU vested as to 25% of the total shares on January 1, 2020, and thereafter vests as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F10 The RSU vested as to 25% of the total shares on January 1, 2021, and the remainder will vest as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F11 The RSU vested as to 25% of the total shares on August 25, 2021, and the remainder will vest as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F12 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.