Form 4/A for ZIP ZIPRECRUITER, INC.
Accepted 2022-04-20 00:00:00 ET · period of report 2021-05-26 · accession 0001209191-22-025096 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMA | 2022-04-20 | 2021-05-26 | ZIP | SAKAMOTO RYAN T. | GC, Sec | S - Sale | $20.16 | -91.3K | 139.8K | -40% | -$1.84M |
| DA | 2022-04-20 | 2021-05-26 | ZIP | SAKAMOTO RYAN T. | GC, Sec | C - Cnv Deriv | $0.00 | +99.1K | 231.1K | +75% | $0 |
| DAI | 2022-04-20 | 2021-05-26 | ZIP | SAKAMOTO RYAN T. | GC, Sec | S - Sale | $20.00 | -20.0K | 48.0K | -29% | -$400.0K |
| DMA | 2022-04-20 | 2021-05-26 | ZIP | SAKAMOTO RYAN T. | GC, Sec | M - OptEx | $0.00 | 0 | 31.6K | New | $0 |
| DA | 2022-04-20 | 2021-05-26 | ZIP | SAKAMOTO RYAN T. | GC, Sec | C - Cnv Deriv | — | -99.1K | 0 | -100% | — |
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 | 2021-05-26 | S | D | 76,314 | $20.00 | 154,811 | D | — | — | |
| 2 | Common | Class A Common Stock | 2021-05-26 | C | A | 99,125 | $0.00 | 231,125 | D See footnote | — | — | (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. (F3) The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary. |
| 3 | Common | Class A Common Stock | 2021-05-26 | S | D | 20,000 | $20.00 | 48,000 | I | — | — | |
| 4 | Common | Class A Common Stock | 2021-05-26 | S | D | 15,000 | $21.00 | 139,811 | D | — | — | |
| 5 | Derivative | Restricted Stock Units | 2021-05-26 | M | D | 67,500 | — | 52,500 | D | — · — to 2026-02-13 | 67,500 Class B Common Stock | (F4) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B 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. 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. |
| 6 | Derivative | Class B Common Stock | 2021-05-26 | C | D | 99,125 | — | 0 | D | — · — to — | 99,125 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 | Class B Common Stock | 2021-05-26 | M | A | 99,125 | — | 99,125 | D | — · — to — | 99,125 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. |
| 8 | Derivative | Employee Stock Option (right to buy) | 2021-05-26 | M | D | 15,000 | $0.00 | 57,000 | D | $0.98 · — to 2026-12-07 | 15,000 Class B Common Stock | (F8) The stock option is fully vested. |
| 9 | Derivative | Restricted Stock Units | 2021-05-26 | M | D | 2,250 | — | 33,750 | D | — · — to 2031-03-23 | 2,250 Class B Common Stock | (F4) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. (F6) 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. |
| 10 | Derivative | Restricted Stock Units | 2021-05-26 | M | D | 14,375 | — | 31,625 | D | — · — to 2027-02-27 | 14,375 Class B Common Stock | (F4) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. (F7) 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. |