ZipRecruiter (ZIP) CLO logs RSU conversions and tax withholding transfer
Rhea-AI Filing Summary
ZIPRECRUITER, INC. executive Ryan T. Sakamoto reported routine equity compensation activity involving restricted stock units and related tax withholding. On Class A Common Stock, 12,207 shares were relinquished at $3.61 per share to cover tax obligations tied to RSU vesting, and these shares were cancelled by the company rather than sold on the market.
Multiple RSU awards converted into a total of 22,750 shares of Class A Common Stock through derivative exercises coded “M,” reflecting settlement of previously granted awards. Following these transactions, Sakamoto holds 128,615 Class A shares directly and 77,700 shares indirectly through the Sakamoto Living Trust, where he serves as trustee and beneficiary.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 10,543 shares
Net Buy
10 txns
Insider
SAKAMOTO RYAN T.
Role
EVP, Chief Legal Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 5,237 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 4,553 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 5,841 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 7,119 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 5,237 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 4,553 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 5,841 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 7,119 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 12,207 | $3.61 | $44K |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 195,858 shares (Direct);
Class A Common Stock — 128,615 shares (Direct);
Class A Common Stock — 77,700 shares (Indirect, See footnote)
Footnotes (8)
- F1. 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.
- F2. The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.
- F3. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
- F4. 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.
- F5. RSUs do not expire; they either vest or are canceled prior to vesting date.
- F6. 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.
- F7. The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2025 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
- F8. The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2026 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
Key Figures
Tax-withholding shares: 12,207 shares
Tax-withholding price: $3.61/share
RSUs settled: 22,750 units
+5 more
8 metrics
Tax-withholding shares
12,207 shares
Class A Common Stock relinquished for taxes at $3.61 per share
Tax-withholding price
$3.61/share
Value used to cover federal and state tax obligations
RSUs settled
22,750 units
Total RSUs converted into Class A Common Stock via M-code exercises
Direct holdings after
128,615 shares
Class A Common Stock held directly following reported transactions
Indirect trust holdings
77,700 shares
Class A Common Stock held by Sakamoto Living Trust
Tax-withholding code
Code F
Payment of exercise price or tax liability by delivering securities
Derivative exercises
4 transactions
RSU-related M-code exercises totaling 22,750 shares
Holding entry
77,700 shares
Indirect ownership entry tied to Sakamoto Living Trust
Key Terms
Restricted Stock Units, Section 16b-3(e), tax withholding obligations, beneficiary, +2 more
6 terms
Restricted Stock Units financial
"The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2024 until fully vested"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Section 16b-3(e) regulatory
"Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability"
tax withholding obligations financial
"cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations"
beneficiary financial
"held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary"
contingent right financial
"Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock"
vesting date financial
"subject to the Reporting Person's continued service to the Issuer on each vesting date"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did ZIP (ZipRecruiter) report for Ryan T. Sakamoto?
ZipRecruiter reported RSU-related activity for Ryan T. Sakamoto. 22,750 restricted stock units converted into Class A Common Stock, and 12,207 shares were relinquished and cancelled solely to satisfy tax withholding obligations arising from the RSU vesting.
Did the ZipRecruiter insider Form 4 show open-market sales of ZIP stock?
No open-market sales were reported. 12,207 shares of Class A Common Stock were relinquished and cancelled to pay federal and state tax withholding obligations on RSU vesting, an exempt Section 16b-3(e) transaction, rather than discretionary market sales.
How many restricted stock units vested or settled for the ZipRecruiter CLO?
Four RSU blocks totaling 22,750 units settled into Class A Common Stock. Individual RSU lines included 7,119, 5,841, 4,553, and 5,237 units, each representing a contingent right to receive one share upon settlement, subject to vesting conditions.
How do the ZipRecruiter RSUs for Ryan T. Sakamoto vest over time?
The RSUs vest in quarterly installments of 1/16 of total shares under several schedules beginning March 15, 2023, March 15, 2024, March 15, 2025, and March 15, 2026, contingent on Sakamoto’s continued service on each vesting date.