0001415889-24-017464.txt : 20240618
0001415889-24-017464.hdr.sgml : 20240618
20240618172730
ACCESSION NUMBER: 0001415889-24-017464
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240615
FILED AS OF DATE: 20240618
DATE AS OF CHANGE: 20240618
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SAKAMOTO RYAN T.
CENTRAL INDEX KEY: 0001859442
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40406
FILM NUMBER: 241053155
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]
ORGANIZATION NAME: 06 Technology
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
form4-06182024_090624.xml
X0508
4
2024-06-15
0001617553
ZIPRECRUITER, INC.
ZIP
0001859442
SAKAMOTO RYAN T.
604 ARIZONA AVE
SANTA MONICA
CA
90401
false
true
false
false
EVP, CHIEF LEGAL OFFICER
0
Class A Common Stock
2024-06-15
4
M
0
16042
0
A
110877
D
Class A Common Stock
2024-06-15
4
C
0
2250
0
A
113127
D
Class A Common Stock
2024-06-15
4
F
0
9578
9.45
D
103549
D
Class A Common Stock
77700
I
See footnote
Restricted Stock Units
0
2024-06-15
4
M
0
6250
0
D
Class A Common Stock
6250
25000
D
Restricted Stock Units
0
2024-06-15
4
M
0
2250
0
D
Class B Common Stock
2250
4500
D
Restricted Stock Units
0
2024-06-15
4
M
0
5238
0
D
Class A Common Stock
5238
52372
D
Restricted Stock Units
0
2024-06-15
4
M
0
4554
0
D
Class A Common Stock
4554
63742
D
Class B Common Stock
0
2024-06-15
4
M
0
2250
0
A
Class A Common Stock
2250
2250
D
Class B Common Stock
0
2024-06-15
4
C
0
2250
0
D
Class A Common Stock
2250
0
D
Represents the conversion of Class B Common Stock 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 A 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.
RSUs do not expire; they either vest or are canceled prior to vesting date.
Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
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 RSUs vest and are scheduled to settle as of 1/16 of the total shares quarterly beginning on March 15, 2023 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2024 until fully vested, 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
2024-06-18