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