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Filing Details

Accession Number:: 0001209191-21-056793
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-09-17 21:45:55
Reporting Period:: 2021-09-15

Accepted Time:: 2021-09-17 21:45:55
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
1859442	T. Ryan Sakamoto	604 Arizona Ave Santa Monica CA 90401	General Counsel And Secretary	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2021-09-15	12,625	$0.00	12,625	No	4	C	Direct
Class A Common Stock	Disposition	2021-09-15	6,694	$25.94	5,931	No	4	S	Direct
Class A Common Stock	Acquisiton	2021-09-16	6,250	$0.00	12,181	No	4	C	Direct
Class A Common Stock	Disposition	2021-09-16	3,324	$25.81	8,857	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	S	Direct
No	4	C	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Restricted Stock Units	Disposition	2021-09-15	7,500	$0.00	7,500	$0.00
Class B Common Stock	Restricted Stock Units	Disposition	2021-09-15	2,250	$0.00	2,250	$0.00
Class B Common Stock	Restricted Stock Units	Disposition	2021-09-15	2,875	$0.00	2,875	$0.00
Class B Common Stock	Restricted Stock Units	Disposition	2021-09-15	6,250	$0.00	6,250	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-09-15	18,875	$0.00	18,875	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-09-15	12,625	$0.00	12,625	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-09-16	6,250	$0.00	6,250	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
37,500	2026-02-13	No	4	M	Direct
29,250	2031-03-23	No	4	M	Direct
25,875	2027-02-27	No	4	M	Direct
93,750	2027-08-24	No	4	M	Direct
18,875		No	4	M	Direct
6,250		No	4	C	Direct
0		No	4	C	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	130,200	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.
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 units ("RSUs"). 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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.81 to $26.09 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.
Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
Commencing on February 14, 2020, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person 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 (i) New York Stock Exchange and (ii) March 15, 2022.
Commencing on March 24, 2021, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person 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 (i) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (ii) March 15, 2022.
Commencing on February 28, 2021, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person 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 (i) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (ii) March 15, 2022.
The RSUs vested as to 6.25% of the total shares on September 15, 2021, and then 6.25% of the total shares vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.