Sec Form 4 Filing - TRAVERS DAVID @ ZIPRECRUITER, INC. - 2021-05-26

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
TRAVERS DAVID
2. Issuer Name and Ticker or Trading Symbol
ZIPRECRUITER, INC. [ ZIP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
604 ARIZONA AVE
3. Date of Earliest Transaction (MM/DD/YY)
05/26/2021
(Street)
SANTA MONICA, CA90401
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/26/2021 C( 1 ) 248,343 A $ 0 ( 2 ) 821,437 D
Class A Common Stock 05/26/2021 S 248,343 D $ 20 573,094 D
Class A Common Stock 3,797,829 I See footnote ( 3 )
Class A Common Stock 842,612 I See footnote ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 5 ) 05/26/2021 M 11,625 ( 6 ) 03/23/2031 Class B Common Stock 11,625 ( 5 ) 174,375 D
Restricted Stock Units ( 5 ) 05/26/2021 M 20,000 ( 7 ) 03/23/2031 Class B Common Stock 20,000 ( 5 ) 0 D
Restricted Stock Units ( 5 ) 05/26/2021 M 33,906 ( 8 ) 02/27/2027 Class B Common Stock 33,906 ( 5 ) 74,594 D
Restricted Stock Units ( 5 ) 05/26/2021 M 182,812 ( 9 ) 02/13/2026 Class B Common Stock 182,812 ( 5 ) 142,188 D
Class B Common Stock ( 2 ) 05/26/2021 M 248,343 ( 2 ) ( 2 ) Class A Common Stock 248,343 ( 2 ) 248,343 D
Class B Common Stock ( 2 ) 05/26/2021 C( 1 ) 248,343 ( 2 ) ( 2 ) Class A Common Stock 248,343 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TRAVERS DAVID
604 ARIZONA AVE
SANTA MONICA, CA90401
Chief Financial Officer
Signatures
/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person 05/28/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.
( 2 )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.
( 3 )Represents shares held by Basepoint Ventures Opportunity I, LLC, of which the Reporting Person is a managing partner.
( 4 )Represents shares held by Basepoint Ventures Opportunity II, LLC, of which the Reporting Person is a managing partner.
( 5 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
( 6 )The RSUs vest as of 1/16 of the total shares quarterly beginning on January 1, 2021 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
( 7 )The RSUs shall 100% vest upon the earliest to occur of (a) first trading day following the expiration of the lockup period applicable to the IPO of the Issuer's equity securities pursuant to an effective registration statement, (b) March 15 of the calendar year following the year in which an IPO occurs or (c) a change of control, provided that the Reporting Person remains an employee or provider of service to the Issuer at such time. The Issuer's Board of Directors has waived the foregoing vesting requirement such that the RSUs shall vest in full effective as of the earlier of (a) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (b) March 15, 2022.
( 8 )The RSUs vested as to 25% of the total shares on January 1, 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.
( 9 )The RSUs vested as to 25% of the total shares on April 1, 2020, 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.