Filing Details
- Accession Number:
- 0001617553-25-000021
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2025-03-18 20:11:59
- Reporting Period:
- 2025-03-15
- Filing Date:
- 2025-03-18
- Accepted Time:
- 2025-03-18 20:11:59
- 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 | Evp, Chief Legal 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 | 2025-03-15 | 6,250 | $0.00 | 116,157 | No | 4 | M | Direct | |
| Class A Common Stock | Acquisiton | 2025-03-15 | 5,237 | $0.00 | 121,394 | No | 4 | M | Direct | |
| Class A Common Stock | Acquisiton | 2025-03-15 | 4,553 | $0.00 | 125,947 | No | 4 | M | Direct | |
| Class A Common Stock | Acquisiton | 2025-03-15 | 5,841 | $0.00 | 131,788 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2025-03-15 | 11,781 | $5.96 | 120,007 | No | 4 | F | Direct | |
| Class A Common Stock | Disposition | 2025-03-17 | 2,502 | $6.05 | 117,505 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Restricted Stock Units | Disposition | 2025-03-15 | 6,250 | $0.00 | 6,250 | $0.00 |
| Class A Common Stock | Restricted Stock Units | Disposition | 2025-03-15 | 5,237 | $0.00 | 5,237 | $0.00 |
| Class A Common Stock | Restricted Stock Units | Disposition | 2025-03-15 | 4,553 | $0.00 | 4,553 | $0.00 |
| Class A Common Stock | Restricted Stock Units | Disposition | 2025-03-15 | 5,841 | $0.00 | 5,841 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 6,250 | No | 4 | M | Direct | ||
| 36,659 | No | 4 | M | Direct | ||
| 50,083 | No | 4 | M | Direct | ||
| 87,609 | No | 4 | M | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 77,700 | Indirect | See footnote |
Footnotes
- Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units (the "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.
- The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 11, 2024.
- The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.89 to $6.16 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 herein.
- 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 A 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.
- RSUs do not expire; they either vest or are canceled prior to vesting date.
- The RSUs vest and are scheduled to settle as of 1/16 of the total shares quarterly beginning on March 15, 2023 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
- The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2024 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
- The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2025 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
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