SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/14/2021 | 3. Issuer Name and Ticker or Trading Symbol ZIPRECRUITER, INC. [ ZIP ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | (1) | (1) | Class A Common Stock | 2,317,734 | 0.00 | D(2) | |
Class B Common Stock | (1) | (1) | Class A Common Stock | 4,444,441 | 0.00 | D(3) | |
Class B Common Stock | (1) | (1) | Class A Common Stock | 23,645 | 0.00 | D(4) | |
Series A Preferred Stock | (5) | (5) | Class B Common Stock | 11,970,128 | 0.00 | D(2) | |
Series B Preferred Stock | (6) | (6) | Class B Common Stock | 2,693,459 | 0.00 | D(3) | |
Series B Preferred Stock | (6) | (6) | Class B Common Stock | 14,329 | 0.00 | D(4) | |
Convertible Promissory Note | (7) | (8) | Class B Common Stock | 821,486(7) | 8.2909(7) | D(2) | |
Convertible Promissory Note | (9) | (8) | Class B Common Stock | 410,395(9) | 8.2909(9) | D(3) | |
Convertible Promissory Note | (10) | (8) | Class B Common Stock | 2,183(10) | 8.2909(10) | D(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. 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. |
2. Represents securities held by Institutional Venture Partners XIV, L.P. ("IVP XIV"). Institutional Venture Management XIV, LLC is the general partner of IVP XIV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XIV, LLC and share voting and dispositive power over the shares held by IVP XIV. Such individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any. |
3. Represents securities held by Institutional Venture Partners XV, L.P. ("IVP XV"). Institutional Venture Management XV, LLC is the general partner of IVP XV. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, a director of the Issuer, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the shares held by IVP XV. Such individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any. |
4. Represents securities held by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV Executive Fund"). Institutional Venture Management XV, LLC is the general partner of IVP XV Executive Fund. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, a director of the Issuer, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the shares held by Institutional Venture Partners XV Executive Fund, L.P. Such individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any. |
5. Each share of Series A Preferred Stock will convert into Class B Common Stock on a one-for eight basis upon the effectiveness of the Issuer's registration statement on Form S-1 and has no expiration date. |
6. Each share of Series B Preferred Stock will convert into Class B Common Stock on a one-for-one basis upon the effectiveness of the Issuer's registration statement on Form S-1 and has no expiration date. |
7. The Convertible Promissory Note (the "Convertible Note") has a principal amount of $6,656,750.00, and accrues interest at the rate of 2.5% per annum compounded annually. Assuming a conversion price of $8.2909 per share (which is the maximum conversion price at which the Convertible Note is convertible by its terms), the Convertible Note will automatically convert into 821,486 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange, currently expected to be May 26th. |
8. The maturity date of the Convertible Note is the earlier to occur of (1) June 22, 2023 and (2) an event of default under the Convertible Note. |
9. The Convertible Note has a principal amount of $3,325,557.52, and accrues interest at the rate of 2.5% per annum compounded annually. Assuming a conversion price of $8.2909 per share (which is the maximum conversion price at which the Convertible Note is convertible by its terms), the Convertible Note will automatically convert into 410,395 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange, currently expected to be May 26th. |
10. The Convertible Note has a principal amount of $17,692.48, and accrues interest at the rate of 2.5% per annum compounded annually. Assuming a conversion price of $8.2909 per share (which is the maximum conversion price at which the Convertible Note is convertible by its terms), the Convertible Note will automatically convert into 2,183 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange, currently expected to be May 26th. |
Remarks: |
Eric Liaw, as authorized signatory for all Reporting Issuers | 05/14/2021 | |
** Signature of Reporting Person | 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 5 (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. |