Ryan Sakamoto - Dec 15, 2023 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Signature
/s/ Ryan Sakamoto
Stock symbol
ZIP
Transactions as of
Dec 15, 2023
Transactions value $
-$125,440
Form type
4
Date filed
12/19/2023, 05:02 PM
Previous filing
Nov 21, 2023
Next filing
Dec 21, 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 +11.5K +13.33% $0.00 97.7K Dec 15, 2023 Direct
transaction ZIP Class A Common Stock Conversion of derivative security $0 +5.13K +5.25% $0.00 103K Dec 15, 2023 Direct F1
transaction ZIP Class A Common Stock Tax liability -$125K -8.7K -8.46% $14.42 94.1K Dec 15, 2023 Direct F2
holding ZIP Class A Common Stock 77.7K Dec 15, 2023 See footnote F3

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 -14.29% 37.5K Dec 15, 2023 Class A Common Stock 6.25K Direct F4, F5, F6
transaction ZIP Restricted Stock Units Options Exercise -2.25K -20% 9K Dec 15, 2023 Class B Common Stock 2.25K Direct F6, F7, F8
transaction ZIP Restricted Stock Units Options Exercise -2.88K -100% 0 Dec 15, 2023 Class B Common Stock 2.88K Direct F6, F7, F9
transaction ZIP Restricted Stock Units Options Exercise -5.24K -7.69% 62.8K Dec 15, 2023 Class A Common Stock 5.24K Direct F4, F6, F10
transaction ZIP Class B Common Stock Options Exercise +5.13K 5.13K Dec 15, 2023 Class A Common Stock 5.13K Direct F11
transaction ZIP Class B Common Stock Conversion of derivative security -5.13K -100% 0 Dec 15, 2023 Class A Common Stock 5.13K 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 The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.
F4 Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F5 Commencing on February 14, 2020, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person 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.
F6 RSUs do not expire; they either vest or are canceled prior to 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 March 24, 2021, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person 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.
F9 Commencing on February 28, 2021, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person 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 of 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.