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ZIPRECRUITER, INC. — Director's Dealing 2024
Dec 18, 2024
32968_dirs_2024-12-17_015c4d7f-e905-4ff2-a18e-d4ffc6e6b1b3.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: ZIPRECRUITER, INC. (ZIP)
CIK: 0001617553
Period of Report: 2024-12-15
Reporting Person: SAKAMOTO RYAN T. (EVP, Chief Legal Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-12-15 | Class A Common Stock | C | 2250 | — | Acquired | 106944 | Direct |
| 2024-12-15 | Class A Common Stock | M | 6250 | — | Acquired | 113194 | Direct |
| 2024-12-15 | Class A Common Stock | M | 5238 | — | Acquired | 118432 | Direct |
| 2024-12-15 | Class A Common Stock | M | 4553 | — | Acquired | 122985 | Direct |
| 2024-12-15 | Class A Common Stock | F | 9577 | $8.04 | Disposed | 113408 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-12-15 | Restricted Stock Units | $0 | M | 2250 | Disposed | Class B Common Stock (2250) | Direct | |
| 2024-12-15 | Restricted Stock Units | $0 | M | 6250 | Disposed | Class A Common Stock (6250) | Direct | |
| 2024-12-15 | Restricted Stock Units | $0 | M | 5238 | Disposed | Class A Common Stock (5238) | Direct | |
| 2024-12-15 | Restricted Stock Units | $0 | M | 4553 | Disposed | Class A Common Stock (4553) | Direct | |
| 2024-12-15 | Class B Common Stock | $0 | M | 2250 | Acquired | Class A Common Stock (2250) | Direct | |
| 2024-12-15 | Class B Common Stock | $0 | C | 2250 | Disposed | Class A Common Stock (2250) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Class A Common Stock | 77700 | Indirect |
Footnotes
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 B Common Stock upon settlement.
F5: 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.
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 A Common Stock upon settlement.
F8: 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.
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.