0001209191-21-033001.txt : 20210514
0001209191-21-033001.hdr.sgml : 20210514
20210514212742
ACCESSION NUMBER: 0001209191-21-033001
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20210514
FILED AS OF DATE: 20210514
DATE AS OF CHANGE: 20210514
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SAKAMOTO RYAN T.
CENTRAL INDEX KEY: 0001859442
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40406
FILM NUMBER: 21927131
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
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-05-14
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 B Common Stock
Class A Common Stock
132000
D
Class B Common Stock
Class A Common Stock
68000
I
See Footnote
Restricted Stock Units (RSU)
2026-02-13
Class B Common Stock
120000
D
Restricted Stock Units (RSU)
2027-02-27
Class B Common Stock
46000
D
Restricted Stock Units (RSU)
2031-03-23
Class B Common Stock
36000
D
Employee Stock Option (right to buy)
0.98
2026-12-07
Class B Common Stock
72000
D
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.
The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.
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.
Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
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.
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.
The stock option is fully vested.
/s/ Ryan Sakamoto
2021-05-14
EX-24.3_985423
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
Peggy Bui, Crystal Skelton and Kasra Shafiee, and each of them, a true and
lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as a representative of ZipRecruiter, Inc. (the "Company"), any and all
Form 3, 4 or 5 reports required to be filed by the undersigned in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and the rules thereunder with respect to transactions in securities of
the Company;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4
or 5 report and timely file such report with the U.S. Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in-fact on behalf of the
undersigned, pursuant to this Power of Attorney, shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in
her/his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform each and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or her/his substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that no such attorney in-fact, in
serving in such capacity at the request of the undersigned, is hereby assuming,
nor is the Company hereby assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 3, 4 or 5 reports with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of April 20, 2021.
/s/ Ryan T. Sakamoto