Filing Details
- Accession Number:
- 0001209191-21-036704
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-05-28 20:10:34
- Reporting Period:
- 2021-05-26
- Accepted Time:
- 2021-05-28 20:10:34
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1617553 | Ziprecruiter Inc. | ZIP | Services-Computer Programming, Data Processing, Etc. (7370) | 272976158 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1859448 | H. Ian Siegel | 604 Arizona Ave Santa Monica CA 90401 | Chief Executive Officer | Yes | Yes | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2021-05-26 | 40,000 | $0.00 | 40,000 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-05-26 | 40,000 | $20.00 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2021-05-26 | 45,000 | $20.94 | 1,055,000 | No | 4 | S | Indirect | See Footnote |
| Class A Common Stock | Disposition | 2021-05-26 | 20,000 | $20.00 | 35,626 | No | 4 | S | Indirect | By Robert Eugene Tortorete |
| Class A Common Stock | Disposition | 2021-05-26 | 40,000 | $20.00 | 44,426 | No | 4 | S | Indirect | By Ruth Tortorete |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Indirect | See Footnote |
| No | 4 | S | Indirect | By Robert Eugene Tortorete |
| No | 4 | S | Indirect | By Ruth Tortorete |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Restricted Stock Units | Disposition | 2021-05-26 | 40,000 | $0.00 | 40,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2021-05-26 | 40,000 | $0.00 | 40,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-05-26 | 40,000 | $0.00 | 40,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2031-03-23 | No | 4 | M | Direct | |
| 40,000 | No | 4 | M | Direct | ||
| 0 | No | 4 | C | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 105,532 | Indirect | See Footnote |
| Class A Common Stock | 42,213 | Indirect | By Matthew Siegel |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | $0.00 | 13,029,486 | 13,029,486 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 13,029,486 | 13,029,486 | Indirect |
Footnotes
- 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 shares are held by the Siegel Family Trust, of which the Reporting Person and Rochelle Siegel are co-trustees.
- The Reporting Person has voting, but not dispositive, power over such shares and disclaims beneficial ownership of such shares.
- Represents shares held by The Siegel Community Property Trust, Dated April 27, 1995, As Amended, of which Michael Siegel and Sheila Siegel are co-trustees. The Reporting Person has voting, but not dispositive, power over such shares.
- Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
- 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.
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