Hadley Harbor Master Investors (Cayman) II L.P. 3
3 · ZIPRECRUITER, INC. · Filed May 14, 2021
Insider Transaction Report
Form 3
Holdings
Class B Common Stock
Exercise: $0.00→ Class A Common Stock (6,785,820 underlying)Series B Preferred Stock
Exercise: $0.00→ Class B Common Stock (2,707,788 underlying)Convertible Promissory Note
Exercise: $8.29→ Class B Common Stock (1,851,097 underlying)
Footnotes (4)
- [F1]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.
- [F2]Each share of Series B Preferred Stock will automatically convert into one share of Class B Common Stock upon the effectiveness of the registration statement on Form S-1 and has no expiration date.
- [F3]The Convertible Promissory Note has a principal amount of $15,000,000.00, 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 Promissory Note is convertible by its terms), the Convertible Promissory Note will automatically convert into 1,851,097 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 26, 2021.
- [F4]The maturity date of the Convertible Notes is the earliest to occur of: (1) June 22, 2023 or (2) an event of default under the Convertible Promissory Note.