SAKAMOTO RYAN T. - 15 Jun 2024 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Signature
/s/ Ryan Sakamoto
Issuer symbol
ZIP
Transactions as of
15 Jun 2024
Net transactions value
-$90,512
Form type
4
Filing time
18 Jun 2024, 17:27:30 UTC
Previous filing
21 May 2024
Next filing
21 Jun 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZIP Class A Common Stock Options Exercise $0 +16,042 +17% $0.000000 110,877 15 Jun 2024 Direct
transaction ZIP Class A Common Stock Conversion of derivative security $0 +2,250 +2% $0.000000 113,127 15 Jun 2024 Direct F1
transaction ZIP Class A Common Stock Tax liability $90,512 -9,578 -8.5% $9.45 103,549 15 Jun 2024 Direct F2
holding ZIP Class A Common Stock 77,700 15 Jun 2024 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 $0 -6,250 -20% $0.000000 25,000 15 Jun 2024 Class A Common Stock 6,250 $0.000000 Direct F4, F5, F6
transaction ZIP Restricted Stock Units Options Exercise $0 -2,250 -33% $0.000000 4,500 15 Jun 2024 Class B Common Stock 2,250 $0.000000 Direct F6, F7, F8
transaction ZIP Restricted Stock Units Options Exercise $0 -5,238 -9.1% $0.000000 52,372 15 Jun 2024 Class A Common Stock 5,238 $0.000000 Direct F4, F6, F9
transaction ZIP Restricted Stock Units Options Exercise $0 -4,554 -6.7% $0.000000 63,742 15 Jun 2024 Class A Common Stock 4,554 $0.000000 Direct F4, F6, F10
transaction ZIP Class B Common Stock Options Exercise $0 +2,250 $0.000000 2,250 15 Jun 2024 Class A Common Stock 2,250 $0.000000 Direct F11
transaction ZIP Class B Common Stock Conversion of derivative security $0 -2,250 -100% $0.000000* 0 15 Jun 2024 Class A Common Stock 2,250 $0.000000 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 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.
F10 The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2024 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.