Amy Garefis - Sep 15, 2024 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Role
EVP CHIEF PEOPLE OFFICER
Signature
/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person
Stock symbol
ZIP
Transactions as of
Sep 15, 2024
Transactions value $
-$99,392
Form type
4
Date filed
9/17/2024, 08:30 PM
Previous filing
Jun 18, 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 +17.4K +10.88% $0.00 177K Sep 15, 2024 Direct
transaction ZIP Class A Common Stock Conversion of derivative security $0 +2.25K +1.27% $0.00 179K Sep 15, 2024 Direct F1
transaction ZIP Class A Common Stock Tax liability -$99.4K -10.1K -5.66% $9.80 169K Sep 15, 2024 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 Options Exercise $0 -6.25K -20% $0.00 25K Sep 15, 2024 Class A Common Stock 6.25K $0.00 Direct F3, F4, F5
transaction ZIP Restricted Stock Units Options Exercise $0 -2.25K -50% $0.00 2.25K Sep 15, 2024 Class B Common Stock 2.25K $0.00 Direct F5, F6, F7
transaction ZIP Restricted Stock Units Options Exercise $0 -5.24K -10% $0.00 47.1K Sep 15, 2024 Class A Common Stock 5.24K $0.00 Direct F3, F5, F8
transaction ZIP Restricted Stock Units Options Exercise $0 -1.34K -11.12% $0.00 10.7K Sep 15, 2024 Class A Common Stock 1.34K $0.00 Direct F3, F5, F9
transaction ZIP Restricted Stock Units Options Exercise $0 -4.55K -7.14% $0.00 59.2K Sep 15, 2024 Class A Common Stock 4.55K $0.00 Direct F3, F5, F10
transaction ZIP Class B Common Stock Options Exercise $0 +2.25K +15.55% $0.00 16.7K Sep 15, 2024 Class A Common Stock 2.25K $0.00 Direct F11
transaction ZIP Class B Common Stock Conversion of derivative security $0 -2.25K -13.46% $0.00 14.5K Sep 15, 2024 Class A Common Stock 2.25K $0.00 Direct F1, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 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.
F5 RSUs do not expire; they either vest or are canceled prior to vesting date.
F6 Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
F7 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.
F8 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.
F9 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.
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.