0001209191-22-050656.txt : 20220919 0001209191-22-050656.hdr.sgml : 20220919 20220919203932 ACCESSION NUMBER: 0001209191-22-050656 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220218 FILED AS OF DATE: 20220919 DATE AS OF CHANGE: 20220919 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: 221251914 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: 604 ARIZONA AVENUE CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 877-252-1062 MAIL ADDRESS: STREET 1: 604 ARIZONA AVENUE CITY: SANTA MONICA STATE: CA ZIP: 90401 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-02-18 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 2022-03-15 4 M 0 3000 0.00 A 71849 D Class A Common Stock 2022-03-18 4 F 0 1429 18.92 D 70420 D Class A Common Stock 2022-09-15 4 M 0 6250 0.00 A 76104 D Class A Common Stock 2022-09-15 4 C 0 12625 0.00 A 88729 D Class A Common Stock 2022-09-15 4 F 0 9883 19.12 D 78846 D Class A Common Stock 77700 I See footnote Restricted Stock Units 2022-02-18 4 A 0 3000 A Class A Common Stock 3000 3000 D Restricted Stock Units 2022-03-15 4 M 0 3000 D Class A Common Stock 3000 0 D Restricted Stock Units 2022-09-15 4 M 0 6250 D Class A Common Stock 6250 68750 D Restricted Stock Units 2022-09-15 4 M 0 2250 D Class B Common Stock 2250 20250 D Restricted Stock Units 2022-09-15 4 M 0 2875 D Class B Common Stock 2875 14375 D Restricted Stock Units 2022-09-15 4 M 0 7500 D Class B Common Stock 7500 7500 D Class B Common Stock 2022-09-15 4 M 0 12625 A Class A Common Stock 12625 12625 D Class B Common Stock 2022-09-15 4 C 0 12625 D Class A Common Stock 12625 0 D 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. Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock. 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. The RSUs are fully vested upon grant, with settlement to occur on March 15, 2022. RSUs do not expire; they either vest or are canceled prior to vesting date. 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. The total number of shares reported in Column 5 of Table I in Forms 4 filed after December 15, 2021 do not include shares issued in connection with the vesting of 3,000 RSUs on March 15, 2022 and the related withholding of shares in connection with the payment of federal and state tax withholding obligations resulting from the vesting of such RSUs. /s/ Ryan Sakamoto 2022-09-19