Timothy G. Yarbrough - 15 Dec 2022 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Signature
/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person
Issuer symbol
ZIP
Transactions as of
15 Dec 2022
Net transactions value
-$221,319
Form type
4
Filing time
19 Dec 2022, 17:41:17 UTC
Previous filing
17 Jun 2022
Next filing
14 Feb 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZIP Class A Common Stock Options Exercise $0 +6,250 +5.6% $0.000000 118,192 15 Dec 2022 Direct F1
transaction ZIP Class A Common Stock Conversion of derivative security $0 +18,063 +15% $0.000000 136,255 15 Dec 2022 Direct F2
transaction ZIP Class A Common Stock Tax liability $221,319 -12,973 -9.5% $17.06 123,282 15 Dec 2022 Direct F3
holding ZIP Class A Common Stock 249,917 15 Dec 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 Options Exercise -6,250 -8.3% 68,750 15 Dec 2022 Class A Common Stock 6,250 Direct F1, F5, F6, F7
transaction ZIP Restricted Stock Units Options Exercise -7,500 -100% 0 15 Dec 2022 Class B Common Stock 7,500 Direct F7, F8, F9
transaction ZIP Restricted Stock Unit Options Exercise -4,313 -20% 17,250 15 Dec 2022 Class B Common Stock 4,313 Direct F7, F8, F10
transaction ZIP Restricted Stock Unit Options Exercise -6,250 -14% 37,500 15 Dec 2022 Class B Common Stock 6,250 Direct F7, F8, F11
transaction ZIP Class B Common Stock Options Exercise +18,063 18,063 15 Dec 2022 Class A Common Stock 18,063 Direct F12
transaction ZIP Class B Common Stock Conversion of derivative security -18,063 -100% 0 15 Dec 2022 Class A Common Stock 18,063 Direct F2, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.
F3 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.
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 A Common Stock upon settlement.
F6 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.
F7 RSUs do not expire; they either vest or are canceled prior to vesting date.
F8 Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
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.