Lora Bartolome - 15 Jun 2023 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Role
VP, Accounting & Controller
Signature
/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person
Issuer symbol
ZIP
Transactions as of
15 Jun 2023
Net transactions value
-$121,353
Form type
4
Filing time
20 Jun 2023, 17:31:45 UTC
Previous filing
17 May 2023
Next filing
16 Aug 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZIP Class A Common Stock Options Exercise $0 +4,739 +47% $0.000000 14,903 15 Jun 2023 Direct
transaction ZIP Class A Common Stock Conversion of derivative security $0 +2,626 +18% $0.000000 17,529 15 Jun 2023 Direct F1
transaction ZIP Class A Common Stock Tax liability $63,099 -3,808 -22% $16.57 13,721 15 Jun 2023 Direct F2
transaction ZIP Class A Common Stock Sale $58,254 -3,557 -26% $16.38 10,164 15 Jun 2023 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ZIP Restricted Stock Units Options Exercise $0 -1,594 -11% $0.000000 12,750 15 Jun 2023 Class A Common Stock 1,594 Direct F5, F6, F7
transaction ZIP Restricted Stock Units Options Exercise $0 -1,313 -33% $0.000000 2,625 15 Jun 2023 Class B Common Stock 1,313 Direct F7, F8, F9
transaction ZIP Restricted Stock Units Options Exercise $0 -1,313 -17% $0.000000 6,562 15 Jun 2023 Class B Common 1,313 Direct F7, F8, F10
transaction ZIP Restricted Stock Units Options Exercise $0 -1,563 -9.1% $0.000000 15,625 15 Jun 2023 Class A Common Stock 1,563 Direct F5, F7, F11
transaction ZIP Restricted Stock Units Options Exercise $0 -1,582 -6.7% $0.000000 22,136 15 Jun 2023 Class A Common Stock 1,582 Direct F5, F7, F12
transaction ZIP Class B Common Stock Options Exercise $0 +2,626 $0.000000 2,626 15 Jun 2023 Class A Common Stock 2,626 Direct F13
transaction ZIP Class B Common Stock Conversion of derivative security $0 -2,626 -100% $0.000000* 0 15 Jun 2023 Class A Common Stock 2,626 Direct F1, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Represents the conversion of Class B Common Stock into Class A Common Stock.
F2 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.
F3 This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 15, 2023.
F4 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.18 to $16.76 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F5 Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F6 The RSUs vest quarterly in nine substantially equal increments beginning June 15, 2023, with the RSUs becoming fully vested on June 15, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F7 RSUs do not expire; they either vest or are canceled prior to vesting date.
F8 Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
F9 The restricted stock units ("RSUs") vest in three substantially equal increments on each of June 15, 2023, September 15, 2023 and December 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F10 The RSUs vest quarterly in six substantially equal increments beginning June 15, 2023, with the RSUs becoming fully vested on September 15, 2024, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F11 The RSUs vest quarterly in 11 substantially equal increments beginning June 15, 2023, with the RSUs becoming fully vested on December 15, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F12 The RSUs vest quarterly in 15 substantially equal increments beginning June 15, 2023, with the RSUs becoming fully vested on December 15, 2026, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F13 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.