0001209191-21-036694.txt : 20210528 0001209191-21-036694.hdr.sgml : 20210528 20210528200307 ACCESSION NUMBER: 0001209191-21-036694 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210526 FILED AS OF DATE: 20210528 DATE AS OF CHANGE: 20210528 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EBERHARD RYAN CENTRAL INDEX KEY: 0001859324 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40406 FILM NUMBER: 21982418 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 2021-05-26 0 0001617553 ZIPRECRUITER, INC. ZIP 0001859324 EBERHARD RYAN 604 ARIZONA AVE SANTA MONICA CA 90401 0 1 0 0 Chief Product Officer Class A Common Stock 2021-05-26 4 C 0 55388 0.00 A 152138 D Class A Common Stock 2021-05-26 4 S 0 55388 20.00 D 96750 D Restricted Stock Units 2021-05-26 4 M 0 67500 D 2026-02-13 Class B Common Stock 67500 52500 D Restricted Stock Units 2021-05-26 4 M 0 10000 D 2031-03-23 Class B Common Stock 10000 0 D Restricted Stock Units 2021-05-26 4 M 0 7125 D 2031-03-23 Class B Common Stock 7125 106875 D Restricted Stock Units 2021-05-26 4 M 0 17893 D 2026-08-25 Class B Common Stock 17893 23007 D Class B Common Stock 2021-05-26 4 M 0 102518 A Class A Common Stock 102518 102518 D Class B Common Stock 2021-05-26 4 C 0 55388 D Class A Common Stock 55388 47130 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. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. Commencing on January 1, 2019, the RSUs shall vest upon satisfaction of two conditions while the recipient 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 New York Stock Exchange and March 15, 2022. The RSUs shall 100% vest upon the earliest to occur of (a) first trading day following the expiration of the lockup period applicable to the IPO of the Issuer's equity securities pursuant to an effective registration statement, (b) March 15 of the calendar year following the year in which an IPO occurs or (c) a change of control, provided that the Reporting Person remains an employee or provider of service to the Issuer at such time. The Issuer's Board of Directors has waived the foregoing vesting requirement such that the RSUs shall vest in full effective as of the earlier of (a) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (b) March 15, 2022. Commencing on March 24, 2021, the RSUs shall vest upon satisfaction of two conditions while the recipient 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. These RSUs are subject to a liquidity event requirement which the Issuer's Board of Directors has waived in full, effective as of the earlier to occur of: (a) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (b) March 15, 2022. Commencing on August 26, 2019, the RSUs shall vest upon satisfaction of two conditions while the recipient remains an employee or provider of services to the Issuer: (A) a time and service requirement satisfied over four years, with 25% of the RSUs vesting on August 26, 2020, and 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. These RSUs are subject to a liquidity event requirement which the Issuer's Board of Directors has waived in full, effective as of the earlier to occur of: (a) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (b) March 15, 2022. /s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person 2021-05-28