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Filing Details

Accession Number:: 0001209191-22-025096
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2022-04-20 19:13:45
Reporting Period:: 2021-05-26

Accepted Time:: 2022-04-20 19:13:45
Original Submission Date:: 2021-05-28
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	Explanation
Class A Common Stock	Acquisiton	2021-05-26	99,125	$0.00	231,125	No	4	C	Direct
Class A Common Stock	Disposition	2021-05-26	76,314	$20.00	154,811	No	4	S	Direct
Class A Common Stock	Disposition	2021-05-26	15,000	$21.00	139,811	No	4	S	Direct
Class A Common Stock	Disposition	2021-05-26	20,000	$20.00	48,000	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Indirect	See footnote

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	2021-05-26	67,500	$0.00	67,500	$0.00
Class B Common Stock	Restricted Stock Units	Disposition	2021-05-26	2,250	$0.00	2,250	$0.00
Class B Common Stock	Restricted Stock Units	Disposition	2021-05-26	14,375	$0.00	14,375	$0.00
Class B Common Stock	Employee Stock Option (right to buy)	Disposition	2021-05-26	15,000	$0.00	15,000	$0.98
Class A Common Stock	Class B Common Stock	Acquisiton	2021-05-26	99,125	$0.00	99,125	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-05-26	99,125	$0.00	99,125	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
52,500	2026-02-13	No	4	M	Direct
33,750	2031-03-23	No	4	M	Direct
31,625	2027-02-27	No	4	M	Direct
57,000	2026-12-07	No	4	M	Direct
99,125		No	4	M	Direct
0		No	4	C	Direct

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.
The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.
Each restricted stock unit ("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 stock option is fully vested.