Timothy G. Yarbrough - Mar 15, 2023 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Signature
/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person
Stock symbol
ZIP
Transactions as of
Mar 15, 2023
Transactions value $
-$227,841
Form type
4
Date filed
3/17/2023, 06:03 PM
Previous filing
Feb 16, 2023
Next filing
Mar 23, 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 +17.8K +15.16% $0.00 135K Mar 15, 2023 Direct
transaction ZIP Class A Common Stock Conversion of derivative security $0 +10.6K +7.8% $0.00 146K Mar 15, 2023 Direct F1
transaction ZIP Class A Common Stock Tax liability -$228K -15.1K -10.38% $15.04 131K Mar 15, 2023 Direct F2, F3
holding ZIP Class A Common Stock 250K Mar 15, 2023 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 -6.25K -9.09% 62.5K Mar 15, 2023 Class A Common Stock 6.25K Direct F5, F6, F7
transaction ZIP Restricted Stock Units Options Exercise -11.6K -6.25% 174K Mar 15, 2023 Class A Common Stock 11.6K Direct F5, F7, F8
transaction ZIP Restricted Stock Unit Options Exercise -4.31K -25% 12.9K Mar 15, 2023 Class B Common Stock 4.31K Direct F7, F9, F10
transaction ZIP Restricted Stock Unit Options Exercise -6.25K -16.67% 31.3K Mar 15, 2023 Class B Common Stock 6.25K Direct F7, F9, F11
transaction ZIP Class B Common Stock Options Exercise +10.6K 10.6K Mar 15, 2023 Class A Common Stock 10.6K Direct F12
transaction ZIP Class B Common Stock Conversion of derivative security -10.6K -100% 0 Mar 15, 2023 Class A Common Stock 10.6K Direct F1, F12
* 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 Includes 561 shares of Class A Common Stock issued to the Reporting Person on February 15, 2023 pursuant to the Issuer's employee stock purchase plan.
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 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 RSUs do not expire; they either vest or are canceled prior to vesting date.
F8 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.
F9 Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
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.