Form 4 for ZIP ZIPRECRUITER, INC.
Accepted 2021-09-17 00:00:00 ET · period of report 2021-09-15 · accession 0001209191-21-056793 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2021-09-17 | 2021-09-15+ | ZIP | SAKAMOTO RYAN T. | GC, Sec | C - Cnv Deriv | $0.00 | +18.9K | 12.2K | New | $0 |
| DM | 2021-09-17 | 2021-09-15+ | ZIP | SAKAMOTO RYAN T. | GC, Sec | S - Sale | $25.90 | -10.0K | 8,857 | -53% | -$259.4K |
| DM | 2021-09-17 | 2021-09-15 | ZIP | SAKAMOTO RYAN T. | GC, Sec | M - OptEx | — | 0 | 29.2K | New | — |
| DM | 2021-09-17 | 2021-09-15+ | ZIP | SAKAMOTO RYAN T. | GC, Sec | C - Cnv Deriv | — | -18.9K | 6,250 | -75% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2021-09-15 | C | A | 12,625 | $0.00 | 12,625 | D | — | — | (F2) 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. |
| 2 | Common | Class A Common Stock | 2021-09-15 | S | D | 6,694 | $25.94 | 5,931 | D | — | — | |
| 3 | Common | Class A Common Stock | 2021-09-16 | S | D | 3,324 | $25.81 | 8,857 | D | — | — | (F4) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.81 to $26.09 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4 | Common | Class A Common Stock | 2021-09-16 | C | A | 6,250 | $0.00 | 12,181 | D | — | — | (F2) 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. |
| 5 | Derivative | Restricted Stock Units | 2021-09-15 | M | D | 2,875 | — | 25,875 | D | — · — to 2027-02-27 | 2,875 Class B Common Stock | (F6) Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. (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. The Issuer's Board of Directors has waived the liquidity event requirement condition effective as of the earlier of (i) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (ii) March 15, 2022. |
| 6 | Derivative | Class B Common Stock | 2021-09-16 | C | D | 6,250 | — | 0 | D | — · — to — | 6,250 Class A Common Stock | (F2) 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. |
| 7 | Derivative | Restricted Stock Units | 2021-09-15 | M | D | 7,500 | — | 37,500 | D | — · — to 2026-02-13 | 7,500 Class B Common Stock | (F6) Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. (F7) 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. The Issuer's Board of Directors has waived the liquidity event requirement condition effective as of the earlier of the first day of trading of the Issuer's Class A Common Stock on the (i) New York Stock Exchange and (ii) March 15, 2022. |
| 8 | Derivative | Restricted Stock Units | 2021-09-15 | M | D | 6,250 | — | 93,750 | D | — · — to 2027-08-24 | 6,250 Class B Common Stock | (F6) Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. (F10) The RSUs vested as to 6.25% of the total shares on September 15, 2021, and then 6.25% of the total shares vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
| 9 | Derivative | Class B Common Stock | 2021-09-15 | M | A | 18,875 | — | 18,875 | D | — · — to — | 18,875 Class A Common Stock | (F6) Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. (F2) 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. |
| 10 | Derivative | Restricted Stock Units | 2021-09-15 | M | D | 2,250 | — | 29,250 | D | — · — to 2031-03-23 | 2,250 Class B Common Stock | (F6) 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. The Issuer's Board of Directors has waived the Liquidity Event Requirement condition effective as of the earlier of (i) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (ii) March 15, 2022. |
| 11 | Derivative | Class B Common Stock | 2021-09-15 | C | D | 12,625 | — | 6,250 | D | — · — to — | 12,625 Class A Common Stock | (F2) 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. |