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