Sakamoto Ryan T.'s Form 4/A amendment
AmendedZiprecruiter, Inc. (ZIP) · filed Apr 20, 2022
- Accession no.
- 0001209191-22-025096
- Filed
- Apr 20, 2022
- Trade date
- May 26, 2021
- Filing delay
- 329 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- May 28, 2021
This filing lists 4 non-derivative transactions and 6 derivative transactions. Open-market sales total $2.24M. It was filed 329 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Sakamoto Ryan T.CIK 0001859442 | Officer (General Counsel and Secretary) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 26, 2021 | Class A Common Stock | CConversionAcquired | +99,125 | $0.00F2 | $0 | 231,125 | Direct | |
| May 26, 2021 | Class A Common Stock | SSaleDisposed | −76,314 | $20.00 | −$1,526,280 | 154,811 | Direct | |
| May 26, 2021 | Class A Common Stock | SSaleDisposed | −15,000 | $21.00 | −$315,000 | 139,811 | Direct | |
| May 26, 2021 | Class A Common Stock | SSaleDisposed | −20,000 | $20.00 | −$400,000 | 48,000 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 26, 2021 | Class B Common Stock | MOption exerciseDisposed | −67,500 | –F4 | – | 52,500 | Direct | |
| May 26, 2021 | Class B Common Stock | MOption exerciseDisposed | −2,250 | –F4 | – | 33,750 | Direct | |
| May 26, 2021 | Class B Common Stock | MOption exerciseDisposed | −14,375 | –F4 | – | 31,625 | Direct | |
| May 26, 2021 | Class B Common Stock | MOption exerciseDisposed | −15,000 | $0.00 | $0 | 57,000 | Direct | |
| May 26, 2021 | Class A Common Stock | MOption exerciseAcquired | +99,125 | –F2 | – | 99,125 | Direct | |
| May 26, 2021 | Class A Common Stock | CConversionDisposed | −99,125 | –F2 | – | 0 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.
- F2
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.
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.
- F3
The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.
- F4
Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
Referenced by the price of 3 transactions in Table II.
- F5
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.
- F6
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.
- F7
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.
- F8
The stock option is fully vested.
Remarks
This amendment to Form 4 is filed to correct the number of shares of Class B Common Stock that converted to Class A Common Stock on May 26, 2021, as reported in Form 4 filed on May 28, 2021. This amendment to Form 4 amends and restates the original Form 4 in its entirety.