0001209191-21-032988.txt : 20210514
0001209191-21-032988.hdr.sgml : 20210514
20210514211626
ACCESSION NUMBER: 0001209191-21-032988
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20210514
FILED AS OF DATE: 20210514
DATE AS OF CHANGE: 20210514
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Liaw Eric
CENTRAL INDEX KEY: 0001644264
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40406
FILM NUMBER: 21927094
MAIL ADDRESS:
STREET 1: 3000 SAND HILL ROAD
STREET 2: BUILDING 2, SUITE 250
CITY: MENLO PARK
STATE: CA
ZIP: 94025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ZIPRECRUITER, INC.
CENTRAL INDEX KEY: 0001617553
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370]
IRS NUMBER: 272976158
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1453 THIRD STREET PROMENADE, SUITE 335
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
BUSINESS PHONE: (310) 496-1311
MAIL ADDRESS:
STREET 1: 1453 THIRD STREET PROMENADE, SUITE 335
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-05-14
0
0001617553
ZIPRECRUITER, INC.
ZIP
0001644264
Liaw Eric
604 ARIZONA AVE
SANTA MONICA
CA
90401
1
0
0
0
Class B Common Stock
0.00
Class A Common Stock
2317734
I
See Footnote
Class B Common Stock
0.00
Class A Common Stock
4444441
I
See Footnote
Class B Common Stock
0.00
Class A Common Stock
23645
I
See Footnote
Series A Preferred Stock
0.00
Class B Common Stock
11970128
I
See Footnote
Series B Preferred Stock
0.00
Class B Common Stock
2693459
I
See Footnote
Series B Preferred Stock
0.00
Class B Common Stock
14329
I
See Footnote
Convertible Promissory Note
8.2909
Class B Common Stock
821486
I
See Footnote
Convertible Promissory Note
8.2909
Class B Common Stock
410395
I
See Footnote
Convertible Promissory Note
8.2909
Class B Common Stock
2183
I
See Footnote
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 securities held by Institutional Venture Partners XIV, L.P. ("IVP XIV"). Institutional Venture Management XIV, LLC is the general partner of IVP XIV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XIV, LLC and share voting and dispositive power over the securities held by IVP XIV. The Reporting Person, as a general partner of Institutional Venture Partners, disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
Represents securities held by Institutional Venture Partners XV, L.P. ("IVP XV"). Institutional Venture Management XV, LLC is the general partner of IVP XV, L.P. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, the Reporting Person, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the securities held by IVP XV. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
Represents securities held by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV Executive Fund"). Institutional Venture Management XV, LLC is the general partner of IVP XV Executive Fund. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, the Reporting Person, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the securities held by IVP XV Executive Fund. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
Each share of Series A Preferred Stock will convert into Class B Common Stock on a one-for-eight basis upon the effectiveness of the Issuer's registration statement on Form S-1 and has no expiration date.
Each share of Series B Preferred Stock will convert into Class B Common Stock on a one-for-one basis upon the effectiveness of the Issuer's registration statement on Form S-1 and has no expiration date.
The Convertible Promissory Note (the "Convertible Note") has a principal amount of $6,656,750.00, and accrues interest at the rate of 2.5% per annum compounded annually. Assuming a conversion price of $8.2909 per share (which is the maximum conversion price at which the Convertible Note is convertible by its terms), the Convertible Note will automatically convert into 821,486 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange, currently expected to be May 26, 2021.
The maturity date of the Convertible Note is the earlier to occur of (1) June 22, 2023 and (2) an event of default under the Convertible Note.
The Convertible Note has a principal amount of $3,325,557.52, and accrues interest at the rate of 2.5% per annum compounded annually. Assuming a conversion price of $8.2909 per share (which is the maximum conversion price at which the Convertible Note is convertible by its terms), the Convertible Note will automatically convert into 410,395 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange, currently expected to be May 26, 2021.
The Convertible Note has a principal amount of $17,692.48, and accrues interest at the rate of 2.5% per annum compounded annually. Assuming a conversion price of $8.2909 per share (which is the maximum conversion price at which the Convertible Note is convertible by its terms), the Convertible Note will automatically convert into 2,183 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange, currently expected to be May 26, 2021.
Ryan Sakamoto, as Attorney-in-Fact
2021-05-14
EX-24.3_985410
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Ryan Sakamoto, Peggy Bui, Crystal Skelton and Kasra Shafiee, and each
of them, a true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as a representative of ZipRecruiter, Inc. (the "Company"), any and all
Form 3, 4 or 5 reports required to be filed by the undersigned in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and the rules thereunder with respect to transactions in securities of
the Company;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4
or 5 report and timely file such report with the U.S. Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in-fact on behalf of the
undersigned, pursuant to this Power of Attorney, shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in
her/his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform each and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or her/his substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that no such attorney in-fact, in
serving in such capacity at the request of the undersigned, is hereby assuming,
nor is the Company hereby assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 3, 4 or 5 reports with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of April 26, 2021.
/s/ Eric Liaw