Form SC 13G - Statement of acquisition of beneficial ownership by individuals
14 Februar 2024 - 2:30AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
ZipRecruiter,
Inc.
(Name
of Issuer)
Class
A Common Stock, par value $0.00001 per share
(Title
of Class of Securities)
98980B103
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| |
☐ |
Rule 13d-1(b) |
| |
☐ |
Rule 13d-1(c) |
| |
☒ |
Rule 13d-1(d) |
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| CUSIP
No. 98980B103 |
13G |
Page
2 of 6 Pages |
| 1 |
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ian
H. Siegel
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
13,705,940(1)
|
| 6 |
SHARED
VOTING POWER
0
|
| 7 |
SOLE
DISPOSIT0VE POWER
13,705,940(1)
|
| 8 |
SHARED
DISPOSITIVE POWER
0
|
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,705,940(1)
|
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.4%(2)
|
| 12 |
TYPE
OF REPORTING PERSON
IN
|
| |
|
|
|
| (1) | Each share of Class B common stock is convertible at any time into
one share of Class A common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except
with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common
stock is entitled to 20 votes. Ownership of Class A common stock assumes conversion of all such Reporting Person’s shares of
Class B common stock into shares of Class A common stock. Represents (a) 17,952 shares of Class A common stock held by the Reporting
Person; (b) 616,289 shares of Class A common stock held by The Siegel Family Trust; (c) 13,029,486 shares of Class B common stock held
by The Siegel Family Trust; and (d) 42,213 shares of Class A common stock held by Matthew Siegel. The Reporting Person has sole voting
power with respect to the shares held by The Siegel Family Trust and Matthew Siegel. |
| (2) | Beneficial ownership percentage is based upon 76,172,267 shares of
Class A common stock issued and outstanding as of December 31, 2023, as reported by the Issuer to the Reporting Person. Such percentage
is calculated in accordance with Rule 13d-3 based on the aggregate number of shares of Class B common stock beneficially owned by the
Reporting Person, assuming conversion of such stock into Class A common stock (and excluding the conversion of shares of Class B common
stock held by other persons). Assuming full conversion of all the currently outstanding Class B common stock, the 13,705,940 shares of
Class A common stock would represent 13.9% of the total Class A common stock outstanding. |
| CUSIP
No. 98980B103 |
13G |
Page
3 of 6 Pages |
| Item
1(a) | Name
of Issuer:
ZipRecruiter, Inc. |
| Item
1(b) | Address
of Issuer’s Principal Executive Offices:
604 Arizona Avenue
Santa Monica, California 90401 |
| Item
2(a) | Name
of Person Filing:
Ian H. Siegel |
| Item
2(b) | Address
of Principal Business Office or, If None, Residence: |
c/o
ZipRecruiter, Inc.
604 Arizona Avenue
Santa Monica, California 90401
| Item
2(c) | Citizenship:
United States |
| Item
2(d) | Title
of Class of Securities:
Class A Common Stock, $0.00001 par value per share |
98980B103
| |
(a) |
Amount Beneficially Owned: |
13,705,940(1)
15.4%(2)
| CUSIP
No. 98980B103 |
13G |
Page
4 of 6 Pages |
| |
(c) |
Number of shares as to which the person has: |
| (i) | Sole
power to vote or direct the vote: |
13,705,940(1)
| (ii) | Shared
power to vote or direct the vote: |
0
| (iii) | Sole
power to dispose or to direct the disposition of: |
13,705,940(1)
| (iv) | Shared
power to dispose or to direct the disposition of: |
0
| (1) | Each share of Class B common stock is convertible at any time into
one share of Class A common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except
with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common
stock is entitled to 20 votes. Ownership of Class A common stock assumes conversion of all such Reporting Person’s shares of
Class B common stock into shares of Class A common stock. Represents (a) 17,952 shares of Class A common stock held by the Reporting
Person; (b) 616,289 shares of Class A common stock held by The Siegel Family Trust; (c) 13,029,486 shares of Class B common stock held
by The Siegel Family Trust; and (d) 42,213 shares of Class A common stock held by Matthew Siegel. The Reporting Person has sole voting
power with respect to the shares held by The Siegel Family Trust and Matthew Siegel. |
| (2) | Beneficial ownership percentage is based upon 76,172,267 shares of
Class A common stock issued and outstanding as of December 31, 2023, as reported by the Issuer to the Reporting Person. Such percentage
is calculated in accordance with Rule 13d-3 based on the aggregate number of shares of Class B common stock beneficially owned by the
Reporting Person, assuming conversion of such stock into Class A common stock (and excluding the conversion of shares of Class B common
stock held by other persons). Assuming full conversion of all the currently outstanding Class B common stock, the 13,705,940 shares of
Class A common stock would represent 13.9% of the total Class A common stock outstanding. |
| CUSIP
No. 98980B103 |
13G |
Page
5 of 6 Pages |
| Item
5. | Ownership
of Five Percent or Less of a Class
Not applicable. |
| Item
6. | Ownership
of More Than Five Percent on Behalf of Another Person
Not applicable. |
| Item
7. | Identification
and Classification of Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person |
Not
applicable.
| Item
8. | Identification
and Classification of Members of the Group |
Not
applicable.
| Item
9. | Notice
of Dissolution of Group |
Not
applicable.
Not
applicable.
| CUSIP
No. 98980B103 |
13G |
Page
6 of 6 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| Dated: February 13, 2024 |
|
| |
|
| |
By: |
/s/
Ian H. Siegel |
| |
Name: |
Ian H. Siegel |
ZipRecruiter (NYSE:ZIP)
Historical Stock Chart
Von Mär 2024 bis Apr 2024
ZipRecruiter (NYSE:ZIP)
Historical Stock Chart
Von Apr 2023 bis Apr 2024
