0001209191-21-070876.txt : 20211222
0001209191-21-070876.hdr.sgml : 20211222
20211221215416
ACCESSION NUMBER: 0001209191-21-070876
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211215
FILED AS OF DATE: 20211221
DATE AS OF CHANGE: 20211221
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: 211510894
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
2021-12-15
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
2021-12-15
4
C
0
18875
0.00
A
27732
D
Class A Common Stock
2021-12-15
4
F
0
9883
24.64
D
17849
D
Class A Common Stock
77700
I
See footnote
Restricted Stock Units
2021-12-15
4
M
0
7500
D
2026-02-13
Class B Common Stock
7500
30000
D
Restricted Stock Units
2021-12-15
4
M
0
2250
D
2031-03-23
Class B Common Stock
2250
27250
D
Restricted Stock Units
2021-12-15
4
M
0
2875
D
2027-02-27
Class B Common Stock
2875
23000
D
Restricted Stock Units
2021-12-15
4
M
0
6250
D
2027-08-24
Class B Common Stock
6250
87500
D
Class B Common Stock
2021-12-15
4
M
0
18875
A
Class A Common Stock
18875
18875
D
Class B Common Stock
2021-12-15
4
C
0
18875
D
Class A Common Stock
18875
0
D
Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.
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 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 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 RSUs vested as to 6.25% of the total shares on September 15, 2021, and then 6.25% of the total shares vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.
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.
/s/ Ryan Sakamoto
2021-12-21