Amy Garefis - 14 Feb 2023 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Signature
/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person
Issuer symbol
ZIP
Transactions as of
14 Feb 2023
Net transactions value
-$187,534
Form type
4
Filing time
17 Mar 2023, 17:59:43 UTC
Previous filing
14 Feb 2023
Next filing
27 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 +14,164 +9.8% $0.000000 158,126 15 Mar 2023 Direct
transaction ZIP Class A Common Stock Conversion of derivative security $0 +9,969 +6.3% $0.000000 168,095 15 Mar 2023 Direct F1
transaction ZIP Class A Common Stock Tax liability $187,534 -12,469 -7.4% $15.04 155,626 15 Mar 2023 Direct 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 +21,400 $0.000000 21,400 14 Feb 2023 Class A Common Stock 21,400 Direct F3, F4, F5
transaction ZIP Restricted Stock Units Options Exercise $0 -6,250 -9.1% $0.000000 62,500 15 Mar 2023 Class A Common Stock 6,250 Direct F3, F5, F6
transaction ZIP Restricted Stock Units Options Exercise $0 -7,719 -50% $0.000000 7,719 15 Mar 2023 Class B Common Stock 7,719 Direct F5, F7, F8
transaction ZIP Restricted Stock Units Options Exercise $0 -2,250 -12% $0.000000 15,750 15 Mar 2023 Class B Common 2,250 Direct F5, F7, F9
transaction ZIP Restricted Stock Units Options Exercise $0 -2,676 -13% $0.000000 18,724 15 Mar 2023 Class A Common Stock 2,676 Direct F3, F4, F5
transaction ZIP Restricted Stock Units Options Exercise $0 -5,238 -6.3% $0.000000 78,562 15 Mar 2023 Class A Common Stock 5,238 Direct F3, F5, F10
transaction ZIP Class B Common Stock Options Exercise $0 +9,969 $0.000000 9,969 15 Mar 2023 Class A Common Stock 9,969 Direct F11
transaction ZIP Class B Common Stock Conversion of derivative security $0 -9,969 -100% $0.000000* 0 15 Mar 2023 Class A Common Stock 9,969 Direct F1, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the conversion of Class B Common Stock into Class A Common Stock.
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 (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.
F3 Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F4 The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2023 until fully vested, with the first two vesting tranches scheduled to settle on March 15, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F5 RSUs do not expire; they either vest or are canceled prior to vesting date.
F6 The RSUs vest and are scheduled to settle 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 Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
F8 Commencing on July 1, 2019, the RSUs shall vest upon satisfaction of two conditions while the recipient remains a provider of services to the Issuer: (A) a time and service requirement satisfied over four years, with 25% of the RSUs vesting on July 1, 2020, and 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.
F9 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.
F10 The RSUs vest and are scheduled to settle as to 1/16 of the total shares quarterly beginning on March 15, 2023 until fully vested, 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.