Qasim Saifee - Dec 31, 2022 Form 5 Insider Report for ZIPRECRUITER, INC. (ZIP)

Signature
/s/ Ryan Sakamoto, as Attorney-in-Fact
Stock symbol
ZIP
Transactions as of
Dec 31, 2022
Transactions value $
-$523,142
Form type
5
Date filed
2/14/2023, 06:03 PM
Previous filing
Dec 19, 2022
Next filing
Feb 16, 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 +11K +2.85% $0.00 397K Mar 15, 2022 Direct F1
transaction ZIP Class A Common Stock Tax liability -$85.2K -4.5K -1.12% $18.92 397K Mar 15, 2022 Direct F1, F2
transaction ZIP Class A Common Stock Options Exercise $0 +6.25K +1.6% $0.00 397K Dec 15, 2021 Direct F1
transaction ZIP Class A Common Stock Conversion of derivative security $0 +29.6K +8.04% $0.00 397K Dec 15, 2021 Direct F1
transaction ZIP Class A Common Stock Tax liability -$438K -17.8K -4.28% $24.64 397K Dec 15, 2021 Direct F1, F2

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 $0 +11K $0.00* 0 Feb 18, 2022 Class A Common Stock 11K $0.00 Direct F3, F4, F5
transaction ZIP Restricted Stock Units Options Exercise $0 -11K -100% $0.00* 0 Mar 15, 2022 Class A Common Stock 11K $0.00 Direct F3, F4, F5
transaction ZIP Restricted Stock Units Award $0 +100K $0.00 68.8K Oct 4, 2021 Class A Common Stock 100K $0.00 Direct F3, F5, F6
transaction ZIP Restricted Stock Units Options Exercise $0 -6.25K -8.33% $0.00 68.8K Dec 15, 2021 Class A Common Stock 6.25K $0.00 Direct F3, F5, F6
transaction ZIP Restricted Stock Units Options Exercise $0 -7.09K -20% $0.00 28.4K Dec 15, 2021 Class B Common Stock 7.09K $0.00 Direct F5, F7, F8
transaction ZIP Restricted Stock Units Options Exercise $0 -7.81K -100% $0.00* 0 Dec 15, 2021 Class B Common Stock 7.81K $0.00 Direct F5, F7, F9
transaction ZIP Restricted Stock Units Options Exercise $0 -5K -50% $0.00 5K Dec 15, 2021 Class B Common Stock 5K $0.00 Direct F5, F7, F10
transaction ZIP Restricted Stock Units Options Exercise $0 -9.69K -11.11% $0.00 77.5K Dec 15, 2021 Class B Common Stock 9.69K $0.00 Direct F5, F7, F11
transaction ZIP Class B Common Stock Conversion of derivative security $0 +29.6K $0.00* 0 Dec 15, 2021 Class A Common Stock 29.6K $0.00 Direct F12
transaction ZIP Class B Common Stock Conversion of derivative security $0 -29.6K -100% $0.00* 0 Dec 15, 2021 Class A Common 29.6K $0.00 Direct F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 1,925 shares of Class A common stock acquired by the Reporting Person on February 14, 2022 pursuant to the Issuer's employee stock purchase plan.
F2 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 ("RSUs"). The Reporting Person did not sell or otherwise dispose of any of the shares reported in this form for any reason other than to cover required taxes.
F3 Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration.
F4 The RSUs were fully vested on February 18, 2022. Shares of Class A Common Stock ware issued to the Reporting Person upon settlement of the RSUs on March 15, 2022.
F5 RSUs do not expire; they either vest or are canceled prior to the 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 Each RSU represents a right to receive one share of the Issuer's Class B Common Stock at the time of settlement for no consideration.
F8 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 first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange.
F9 Commencing on January 1, 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 first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange.
F10 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 first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange.
F11 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 first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange.
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.