Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-056789
Date:2021-09-15
Issuer: ZIPRECRUITER, INC. (ZIP)
Original Submission Date:

Reporting Person:

EBERHARD RYAN
604 ARIZONA AVE
SANTA MONICA, CA 90401

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2021-09-15 C 17,181 a $0.00 161,061 direct
CLASS A COMMON STOCK 2021-09-15 S 9,283 d $25.94 151,778 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2021-09-15 deemed execution date M 7,125 (d) 2031-03-23 class b common stock 7,125 $0.00 92,625 direct
RESTRICTED STOCK UNITS 0.0 2021-09-15 deemed execution date M 2,556 (d) 2026-08-25 class b common stock 2,556 $0.00 17,894 direct
RESTRICTED STOCK UNITS 0.0 2021-09-15 deemed execution date M 7,500 (d) 2026-02-13 class b common stock 7,500 $0.00 37,500 direct
CLASS B COMMON STOCK 0.0 2021-09-15 deemed execution date M 17,181 (a) class a common stock 17,181 $0.00 17,181 direct
CLASS B COMMON STOCK 0.0 2021-09-15 deemed execution date C 17,181 (d) class a common stock 17,181 $0.00 0 direct
Footnotes
IDfootnote
f1 represents the conversion of class b common stock held of record by the reporting person into 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.
f3 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 unit ("rsu"). 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.
f4 each rsu represents a contingent right to receive one share of the issuer's class b common stock upon settlement.
f5 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.
f6 [continuation of fn5] 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.
f7 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.
f8 [continuation of fn7] 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.
f9 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.
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