Filing Details
- Accession Number:
- 0001209191-21-036707
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-05-28 20:13:11
- Reporting Period:
- 2021-05-26
- Accepted Time:
- 2021-05-28 20:13:11
- 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 |
|---|---|---|---|---|---|---|---|
| 1859452 | Jeffrey Zwelling | 604 Arizona Ave Santa Monica CA 90401 | Chief Operating Officer | No | Yes | No | 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 | 111,438 | $0.00 | 383,170 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-05-26 | 50,765 | $20.00 | 332,405 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct |
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 | 41,000 | $0.00 | 41,000 | $0.00 |
| Class B Common Stock | Restricted Stock Units | Disposition | 2021-05-26 | 14,188 | $0.00 | 14,188 | $0.00 |
| Class B Common Stock | Restricted Stock Units | Disposition | 2021-05-26 | 56,250 | $0.00 | 56,250 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2021-05-26 | 111,438 | $0.00 | 111,438 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-05-26 | 111,438 | $0.00 | 111,438 | $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 | |
| 212,812 | 2024-12-15 | No | 4 | M | Direct | |
| 123,750 | 2023-12-15 | No | 4 | M | Direct | |
| 111,438 | 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 | 1,481,908 | Indirect | See footnote |
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.
- These shares are held of record by Zwelling Family LP. The Reporting Person is the general partner of Zwelling Family LP and may be deemed to have voting power and investment power over the securities held by Zwelling Family LP.
- 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.
- 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.
- [continuation of fn6] The Issuer's Board of Directors has waived the Liquidity Event Requirement condition 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.
- 25% of the total shares underlying the option vested on January 1, 2021, and the remainder will vest as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.
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