0001209191-21-036702.txt : 20210528
0001209191-21-036702.hdr.sgml : 20210528
20210528200840
ACCESSION NUMBER: 0001209191-21-036702
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210526
FILED AS OF DATE: 20210528
DATE AS OF CHANGE: 20210528
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SAKAMOTO RYAN T.
CENTRAL INDEX KEY: 0001859442
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40406
FILM NUMBER: 21982442
MAIL ADDRESS:
STREET 1: 604 ARIZONA AVE
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-05-26
0
0001617553
ZIPRECRUITER, INC.
ZIP
0001859442
SAKAMOTO RYAN T.
604 ARIZONA AVE
SANTA MONICA
CA
90401
0
1
0
0
General Counsel and Secretary
Class A Common Stock
2021-05-26
4
C
0
91314
0.00
A
291314
D
Class A Common Stock
2021-05-26
4
S
0
76314
20.00
D
215000
D
Class A Common Stock
2021-05-26
4
S
0
15000
21.00
D
200000
D
Class A Common Stock
2021-05-26
4
S
0
20000
20.00
D
48000
I
See footnote
Restricted Stock Units
2021-05-26
4
M
0
67500
D
2026-02-13
Class B Common Stock
67500
52500
D
Restricted Stock Units
2021-05-26
4
M
0
2250
D
2031-03-23
Class B Common Stock
2250
33750
D
Restricted Stock Units
2021-05-26
4
M
0
14375
D
2027-02-27
Class B Common Stock
14375
31625
D
Employee Stock Option (right to buy)
0.98
2021-05-26
4
M
0
15000
0.00
D
2026-12-07
Class B Common Stock
15000
57000
D
Class B Common Stock
2021-05-26
4
M
0
99125
A
Class A Common Stock
99125
99125
D
Class B Common Stock
2021-05-26
4
C
0
91314
D
Class A Common Stock
91314
7811
D
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.
/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person
2021-05-28