0001209191-21-056793.txt : 20210917 0001209191-21-056793.hdr.sgml : 20210917 20210917214555 ACCESSION NUMBER: 0001209191-21-056793 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210915 FILED AS OF DATE: 20210917 DATE AS OF CHANGE: 20210917 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAKAMOTO RYAN T. CENTRAL INDEX KEY: 0001859442 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40406 FILM NUMBER: 211261927 MAIL ADDRESS: STREET 1: 604 ARIZONA AVE CITY: SANTA MONICA STATE: CA ZIP: 90401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZIPRECRUITER, INC. CENTRAL INDEX KEY: 0001617553 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 272976158 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1453 THIRD STREET PROMENADE, SUITE 335 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: (310) 496-1311 MAIL ADDRESS: STREET 1: 1453 THIRD STREET PROMENADE, SUITE 335 CITY: SANTA MONICA STATE: CA ZIP: 90401 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-09-15 0 0001617553 ZIPRECRUITER, INC. ZIP 0001859442 SAKAMOTO RYAN T. 604 ARIZONA AVE SANTA MONICA CA 90401 0 1 0 0 General Counsel and Secretary Class A Common Stock 2021-09-15 4 C 0 12625 0.00 A 12625 D Class A Common Stock 2021-09-15 4 S 0 6694 25.94 D 5931 D Class A Common Stock 2021-09-16 4 C 0 6250 0.00 A 12181 D Class A Common Stock 2021-09-16 4 S 0 3324 25.81 D 8857 D Class A Common Stock 130200 I See footnote Restricted Stock Units 2021-09-15 4 M 0 7500 D 2026-02-13 Class B Common Stock 7500 37500 D Restricted Stock Units 2021-09-15 4 M 0 2250 D 2031-03-23 Class B Common Stock 2250 29250 D Restricted Stock Units 2021-09-15 4 M 0 2875 D 2027-02-27 Class B Common Stock 2875 25875 D Restricted Stock Units 2021-09-15 4 M 0 6250 D 2027-08-24 Class B Common Stock 6250 93750 D Class B Common Stock 2021-09-15 4 M 0 18875 A Class A Common Stock 18875 18875 D Class B Common Stock 2021-09-15 4 C 0 12625 D Class A Common Stock 12625 6250 D Class B Common Stock 2021-09-16 4 C 0 6250 D Class A Common Stock 6250 0 D Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock. 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. Represents the aggregate number of shares sold by the Reporting Person to cover taxes and fees due upon the release and settlement of the restricted stock units ("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 and fees. 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. The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. 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. 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. 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. 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. /s/ Ryan Sakamoto 2021-09-17