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
  1. Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.
  2. 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.
  3. 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.
  4. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
  5. 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.
  6. 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.
  7. [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.
  8. 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.