Jeffrey Zwelling - 15 Dec 2021 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Reporting relationship: Former Chief Operating Officer
Issuer ticker: ZIP
Reported as of: 15 Dec 2021
Net transaction value: -$310,760
SEC form: 4
Accepted by SEC: 14 Feb 2022, 13:28:34 UTC
Prior SEC filing: 17 Sep 2021
Source filing: View source filing
Reporting owner signature: /s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person

Key filing fact

Jeffrey Zwelling filed Form 4 for ZIPRECRUITER, INC. (ZIP) on 14 Feb 2022.

Key facts

This page summarizes Jeffrey Zwelling's Form 4 filing for ZIPRECRUITER, INC. (ZIP).
6 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 14 Feb 2022, 13:28.

Change

Previous filing in this sequence was filed on 17 Sep 2021.
Current net transaction value: -$310,760.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ZIP transaction

Class A Common Stock

Conversion of derivative security

Transaction value: $0
Shares: +25,437
Change %: +26%
Price: $0.000000
Shares after: 124,803
Date: 15 Dec 2021
Ownership: Direct
Footnotes: F1

ZIP transaction

Class A Common Stock

Tax liability

Transaction value: $310,760
Shares: -12,612
Change %: -10%
Price: $24.64
Shares after: 112,191
Date: 15 Dec 2021
Ownership: Direct
Footnotes: F2

ZIP holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 1,369,419
Date: 15 Dec 2021
Ownership: See Footnote
Footnotes: F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ZIP transaction Derivative

Restricted Stock Units

Options Exercise

Transaction value
Shares: -11,250
Change %: -10%
Price
Shares after: 101,250
Date: 15 Dec 2021
Ownership: Direct
Underlying class: Class B Common Stock
Underlying amount: 11,250
Exercise price
Footnotes: F4, F5

ZIP transaction Derivative

Restricted Stock Units

Options Exercise

Transaction value
Shares: -14,187
Change %: -7.1%
Price
Shares after: 184,437
Date: 15 Dec 2021
Ownership: Direct
Underlying class: Class B Common Stock
Underlying amount: 14,187
Exercise price
Footnotes: F4, F6, F7

ZIP transaction Derivative

Class B Common Stock

Options Exercise

Transaction value
Shares: +25,437
Change %
Price
Shares after: 25,437
Date: 15 Dec 2021
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 25,437
Exercise price
Footnotes: F8

ZIP transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
Shares: -25,437
Change %: -100%
Price
Shares after: 0
Date: 15 Dec 2021
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 25,437
Exercise price
Footnotes: F1, F8

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Jeffrey Zwelling is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 8 footnotes

Footnote F1

Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.

Footnote 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.

Footnote F3

These shares are held of record by Zwelling Family LP. The Reporting Person is the general partner of Zwelling Family LP and may be deemed to have voting power and investment power over the securities held by Zwelling Family LP.

Footnote F4

Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.

Footnote F5

25% of the total shares underlying the option vested 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.

Footnote F6

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.

Footnote F7

[continuation of fn7] The Issuer's Board of Directors has waived the Liquidity Event Requirement condition effective as of the earlier of (a) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (b) March 15, 2022.

Footnote F8

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.