SEC Form SC 13G/A filed by ZipRecruiter Inc. (Amendment)
$ZIP
Computer Software: Programming Data Processing
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
(Amendment No. 2)
ZipRecruiter, Inc.
(Name of Issuer)
Class A common stock, $0.00001 par value per share
(Title of Class of Securities)
98980B 10 3
(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)
x 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 on 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. 98980B 10 3 | 13 G | ||||||
| 1 | NAMES
OF REPORTING PERSONS. Institutional Venture Partners XIV, L.P. | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1) | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | ||||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 shares | |||||
| 6 | SHARED
VOTING POWER 3,809,348 shares (2) | ||||||
| 7 | SOLE
DISPOSITIVE POWER 0 shares | ||||||
| 8 | SHARED
DISPOSITIVE POWER 3,809,348 shares (2) | ||||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,809,348 shares (2) | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8% of Class A Common Stock (3.9% of Total Common Stock) (3) | ||||||
| 12 | TYPE
OF REPORTING PERSON* PN | ||||||
| (1) | This Schedule 13G is filed by Institutional Venture Partners XIV, L.P. (“IVP XIV”), Institutional Venture Management XIV, LLC (“IVM XIV”), Institutional Venture Partners XV, L.P. (“IVP XV”), Institutional Venture Partners XV Executive Fund, L.P. (“IVP XV EF”), Institutional Venture Management XV, LLC (“IVM XV”), Todd C. Chaffee (“Chaffee”), Norman A. Fogelsong (“Fogelsong”), Stephen J. Harrick (“Harrick”), J. Sanford Miller (“Miller”), Dennis B. Phelps (“Phelps”), Eric Liaw (“Liaw”), Somesh Dash (“Dash”) and Jules A. Maltz (“Maltz” and, collectively, with IVP XIV, IVM XIV, IVP XV, IVP XV EF, IVM XV, Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw and Dash, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 3,809,348 shares of Class B Common Stock held directly by IVP XIV. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XIV serves as the sole general partner of IVP XIV and has shared voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. Chaffee, Fogelsong, Harrick, Miller, Phelps and Maltz are Managing Directors of IVM XIV (collectively, the “IVM XIV Managing Directors”) and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. |
| (3) | The percentages are based on 76,199,866 shares of Class A Common Stock and 22,633,316 shares of Class B Common Stock reported to be outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 8, 2023. In the case of the percentage of Class A Common Stock beneficially owned by the Reporting Person, the shares of Class B Common Stock held by the Reporting Person only are treated as converted into Class A Common Stock. |
1
| CUSIP NO. 98980B 10 3 | 13 G | ||||||
| 1 | NAMES
OF REPORTING PERSONS Institutional Venture Management XIV, LLC | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1) | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | ||||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 shares | |||||
| 6 | SHARED
VOTING POWER 3,813,596 shares (2) | ||||||
| 7 | SOLE
DISPOSITIVE POWER 0 shares | ||||||
| 8 | SHARED
DISPOSITIVE POWER 3,813,596 shares (2) | ||||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,813,596 shares (2) | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8% of Class A Common Stock (3.9% of Total Common Stock) (3) | ||||||
| 12 | TYPE
OF REPORTING PERSON* OO | ||||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 3,809,348 shares of Class B Common Stock held by IVP XIV and 4,248 shares of Class A Common Stock held by IVM XIV. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XIV serves as the sole general partner of IVP XIV and has shared voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. The IVM XIV Managing Directors share voting and dispositive power over the shares held by IVP XIV and IVM XIV, and may be deemed to own beneficially the shares held by IVP XIV and IVM XIV. |
| (3) | The percentages are based on 76,199,866 shares of Class A Common Stock and 22,633,316 shares of Class B Common Stock reported to be outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 8, 2023. In the case of the percentage of Class A Common Stock beneficially owned by the Reporting Person, the shares of Class B Common Stock held by the Reporting Person only are treated as converted into Class A Common Stock. |
2
| CUSIP NO. 98980B 10 3 | 13 G | ||||||
| 1 | NAMES
OF REPORTING PERSONS. Institutional Venture Partners XV, L.P. | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1) | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | ||||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 shares | |||||
| 6 | SHARED
VOTING POWER 7,548,295 shares (2) | ||||||
| 7 | SOLE
DISPOSITIVE POWER 0 shares | ||||||
| 8 | SHARED
DISPOSITIVE POWER 7,548,295 shares (2) | ||||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,548,295 shares (2) | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2% of Class A Common Stock (7.6% of Total Common Stock) (3) | ||||||
| 12 | TYPE
OF REPORTING PERSON* PN | ||||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 1,784,475 shares of Class A Common Stock and 5,763,820 shares of Class B Common Stock held directly by IVP XV. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV and has shared voting and investment control over the shares owned by IVP XV and may be deemed to own beneficially the shares held by IVP XV. Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz (collectively, the “IVM XV Managing Directors”) are Managing Directors of IVM XV and share voting and dispositive power over the shares held by IVP XV, and may be deemed to own beneficially the shares held by IVP XV. |
| (3) | The percentages are based on 76,199,866 shares of Class A Common Stock and 22,633,316 shares of Class B Common Stock reported to be outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 8, 2023. In the case of the percentage of Class A Common Stock beneficially owned by the Reporting Person, the shares of Class B Common Stock held by the Reporting Person only are treated as converted into Class A Common Stock. |
3
| CUSIP NO. 98980B 10 3 | 13 G | ||||||
| 1 | NAMES
OF REPORTING PERSONS. Institutional Venture Partners XV Executive Fund, L.P. | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1) | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | ||||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 shares | |||||
| 6 | SHARED
VOTING POWER 40,157 shares (2) | ||||||
| 7 | SOLE
DISPOSITIVE POWER 0 shares | ||||||
| 8 | SHARED
DISPOSITIVE POWER 40,157 shares (2) | ||||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,157 shares (2) | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% of Class A Common Stock (0.0% of Total Common Stock) (3) | ||||||
| 12 | TYPE
OF REPORTING PERSON* PN | ||||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 9,495 shares of Class A Common Stock and 30,662 shares of Class B Common Stock held directly by IVP XV EF. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV EF and has shared voting and investment control over the shares owned by IVP XV EF and may be deemed to own beneficially the shares held by IVP XV EF. The IVM XV Managing Directors share voting and dispositive power over the shares held by IVP XV EF, and may be deemed to own beneficially the shares held by IVP XV EF. |
| (3) | The percentages are based on 76,199,866 shares of Class A Common Stock and 22,633,316 shares of Class B Common Stock reported to be outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 8, 2023. In the case of the percentage of Class A Common Stock beneficially owned by the Reporting Person, the shares of Class B Common Stock held by the Reporting Person only are treated as converted into Class A Common Stock. |
4
| CUSIP NO. 98980B 10 3 | 13 G | ||||||
| 1 | NAMES
OF REPORTING PERSONS Institutional Venture Management XV, LLC | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1) | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | ||||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 shares | |||||
| 6 | SHARED
VOTING POWER 7,592,699 shares (2) | ||||||
| 7 | SOLE
DISPOSITIVE POWER 0 shares | ||||||
| 8 | SHARED
DISPOSITIVE POWER 7,592,699 shares (2) | ||||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,592,699 shares (2) | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3% of Class A Common Stock (7.7% of Total Common Stock) (3) | ||||||
| 12 | TYPE
OF REPORTING PERSON* OO | ||||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of: (i) 1,784,475 shares of Class A Common Stock and 5,763,820 shares of Class B Common Stock held by IVP XV, (ii) 9,495 shares of Class A Common Stock and 30,662 shares of Class B Common Stock held by IVP XV EF, and (iii) 4,247 shares of Class A Common Stock held by IVM XV. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. The IVM XV Managing Directors share voting and dispositive power over the shares held by IVP XV, IVP XV EF and IVM XV, and may be deemed to own beneficially the shares held by IVP XV, IVP XV EF and IVM XV. |
| (3) | The percentages are based on 76,199,866 shares of Class A Common Stock and 22,633,316 shares of Class B Common Stock reported to be outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 8, 2023. In the case of the percentage of Class A Common Stock beneficially owned by the Reporting Person, the shares of Class B Common Stock held by the Reporting Person only are treated as converted into Class A Common Stock. |
5
| CUSIP NO. 98980B 10 3 | 13 G | ||||||
| 1 | NAMES
OF REPORTING PERSONS Todd C. Chaffee | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1) | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America | ||||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 shares | |||||
| 6 | SHARED
VOTING POWER 11,406,295 shares (2) | ||||||
| 7 | SOLE
DISPOSITIVE POWER 0 shares | ||||||
| 8 | SHARED
DISPOSITIVE POWER 11,406,295 shares (2) | ||||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,406,295 shares (2) | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.3% of Class A Common Stock (11.5% of Total Common Stock) (3) | ||||||
| 12 | TYPE
OF REPORTING PERSON* IN | ||||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 3,809,348 shares of Class B Common Stock held by IVP XIV; (ii) 4,248 shares of Class A Common Stock held by IVM XIV; (iii) 1,784,475 shares of Class A Common Stock and 5,763,820 shares of Class B Common Stock held by IVP XV; (iv) 9,495 shares of Class A Common Stock and 30,662 shares of Class B Common Stock held by IVP XV EF; and (v) 4,247 shares of Class A Common Stock held by IVM XV. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XIV serves as the sole general partner of IVP XIV and has shared voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. The IVM XIV Managing Directors share voting and dispositive power over the shares held by IVP XIV and IVM XIV, and may be deemed to own beneficially the shares held by IVP XIV and IVM XIV. The IVM XV Managing Directors share voting and dispositive power over the shares held by IVP VX, IVP XV EF and IVM XV, and may be deemed to own beneficially the shares held by IVP XV, IVP XV EF and IVM XV. |
| (3) | The percentages are based on 76,199,866 shares of Class A Common Stock and 22,633,316 shares of Class B Common Stock reported to be outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 8, 2023. In the case of the percentage of Class A Common Stock beneficially owned by the Reporting Person, the shares of Class B Common Stock held by the Reporting Person only are treated as converted into Class A Common Stock. |
6
| CUSIP NO. 98980B 10 3 | 13 G | ||||||
| 1 | NAMES
OF REPORTING PERSONS Norman A. Fogelsong | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1) | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America | ||||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 163,114 shares | |||||
| 6 | SHARED
VOTING POWER 11,406,295 shares (2) | ||||||
| 7 | SOLE
DISPOSITIVE POWER 163,114 shares | ||||||
| 8 | SHARED
DISPOSITIVE POWER 11,406,295 shares (2) | ||||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,569,409 shares (2) | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.5% of Class A Common Stock (11.7% of Total Common Stock) (3) | ||||||
| 12 | TYPE
OF REPORTING PERSON* IN | ||||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 3,809,348 shares of Class B Common Stock held by IVP XIV; (ii) 4,248 shares of Class A Common Stock held by IVM XIV; (iii) 1,784,475 shares of Class A Common Stock and 5,763,820 shares of Class B Common Stock held by IVP XV; (iv) 9,495 shares of Class A Common Stock and 30,662 shares of Class B Common Stock held by IVP XV EF; and (v) 4,247 shares of Class A Common Stock held by IVM XV. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XIV serves as the sole general partner of IVP XIV and has shared voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. The IVM XIV Managing Directors share voting and dispositive power over the shares held by IVP XIV and IVM XIV, and may be deemed to own beneficially the shares held by IVP XIV and IVM XIV. The IVM XV Managing Directors share voting and dispositive power over the shares held by IVP VX, IVP XV EF and IVM XV, and may be deemed to own beneficially the shares held by IVP XV, IVP XV EF and IVM XV. |
| (3) | The percentages are based on 76,199,866 shares of Class A Common Stock and 22,633,316 shares of Class B Common Stock reported to be outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 8, 2023. In the case of the percentage of Class A Common Stock beneficially owned by the Reporting Person, the shares of Class B Common Stock held by the Reporting Person only are treated as converted into Class A Common Stock. |
7
| CUSIP NO. 98980B 10 3 | 13 G | ||||||
| 1 | NAMES
OF REPORTING PERSONS Stephen J. Harrick | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1) | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America | ||||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 163,114 shares | |||||
| 6 | SHARED
VOTING POWER 11,406,295 shares (2) | ||||||
| 7 | SOLE
DISPOSITIVE POWER 163,114 shares | ||||||
| 8 | SHARED
DISPOSITIVE POWER 11,406,295 shares (2) | ||||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,569,409 shares (2) | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.5% of Class A Common Stock (11.7% of Total Common Stock) (3) | ||||||
| 12 | TYPE
OF REPORTING PERSON* IN | ||||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 3,809,348 shares of Class B Common Stock held by IVP XIV; (ii) 4,248 shares of Class A Common Stock held by IVM XIV; (iii) 1,784,475 shares of Class A Common Stock and 5,763,820 shares of Class B Common Stock held by IVP XV; (iv) 9,495 shares of Class A Common Stock and 30,662 shares of Class B Common Stock held by IVP XV EF; and (v) 4,247 shares of Class A Common Stock held by IVM XV. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XIV serves as the sole general partner of IVP XIV and has shared voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. The IVM XIV Managing Directors share voting and dispositive power over the shares held by IVP XIV and IVM XIV, and may be deemed to own beneficially the shares held by IVP XIV and IVM XIV. The IVM XV Managing Directors share voting and dispositive power over the shares held by IVP VX, IVP XV EF and IVM XV, and may be deemed to own beneficially the shares held by IVP XV, IVP XV EF and IVM XV. |
| (3) | The percentages are based on 76,199,866 shares of Class A Common Stock and 22,633,316 shares of Class B Common Stock reported to be outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 8, 2023. In the case of the percentage of Class A Common Stock beneficially owned by the Reporting Person, the shares of Class B Common Stock held by the Reporting Person only are treated as converted into Class A Common Stock. |
8
| CUSIP NO. 98980B 10 3 | 13 G | ||||||
| 1 | NAMES
OF REPORTING PERSONS J. Sanford Miller | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1) | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America | ||||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 5,811 shares | |||||
| 6 | SHARED
VOTING POWER 11,406,295 shares (2) | ||||||
| 7 | SOLE
DISPOSITIVE POWER 5,811 shares | ||||||
| 8 | SHARED
DISPOSITIVE POWER 11,406,295 shares (2) | ||||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,412,106 shares (2) | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.3% of Class A Common Stock (11.5% of Total Common Stock) (3) | ||||||
| 12 | TYPE
OF REPORTING PERSON* IN | ||||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 3,809,348 shares of Class B Common Stock held by IVP XIV; (ii) 4,248 shares of Class A Common Stock held by IVM XIV; (iii) 1,784,475 shares of Class A Common Stock and 5,763,820 shares of Class B Common Stock held by IVP XV; (iv) 9,495 shares of Class A Common Stock and 30,662 shares of Class B Common Stock held by IVP XV EF; and (v) 4,247 shares of Class A Common Stock held by IVM XV. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XIV serves as the sole general partner of IVP XIV and has shared voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. The IVM XIV Managing Directors share voting and dispositive power over the shares held by IVP XIV and IVM XIV, and may be deemed to own beneficially the shares held by IVP XIV and IVM XIV. The IVM XV Managing Directors share voting and dispositive power over the shares held by IVP VX, IVP XV EF and IVM XV, and may be deemed to own beneficially the shares held by IVP XV, IVP XV EF and IVM XV. |
| (3) | The percentages are based on 76,199,866 shares of Class A Common Stock and 22,633,316 shares of Class B Common Stock reported to be outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 8, 2023. In the case of the percentage of Class A Common Stock beneficially owned by the Reporting Person, the shares of Class B Common Stock held by the Reporting Person only are treated as converted into Class A Common Stock. |
9
| CUSIP NO. 98980B 10 3 | 13 G | ||||||
| 1 | NAMES
OF REPORTING PERSONS Dennis B. Phelps | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1) | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America | ||||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 163,114 shares | |||||
| 6 | SHARED
VOTING POWER 11,406,295 shares (2) | ||||||
| 7 | SOLE
DISPOSITIVE POWER 163,114 shares | ||||||
| 8 | SHARED
DISPOSITIVE POWER 11,406,295 shares (2) | ||||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,569,409 shares (2) | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.5% of Class A Common Stock (11.7% of Total Common Stock) (3) | ||||||
| 12 | TYPE
OF REPORTING PERSON* IN | ||||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 3,809,348 shares of Class B Common Stock held by IVP XIV; (ii) 4,248 shares of Class A Common Stock held by IVM XIV; (iii) 1,784,475 shares of Class A Common Stock and 5,763,820 shares of Class B Common Stock held by IVP XV; (iv) 9,495 shares of Class A Common Stock and 30,662 shares of Class B Common Stock held by IVP XV EF; and (v) 4,247 shares of Class A Common Stock held by IVM XV. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XIV serves as the sole general partner of IVP XIV and has shared voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. The IVM XIV Managing Directors share voting and dispositive power over the shares held by IVP XIV and IVM XIV, and may be deemed to own beneficially the shares held by IVP XIV and IVM XIV. The IVM XV Managing Directors share voting and dispositive power over the shares held by IVP VX, IVP XV EF and IVM XV, and may be deemed to own beneficially the shares held by IVP XV, IVP XV EF and IVM XV. |
| (3) | The percentages are based on 76,199,866 shares of Class A Common Stock and 22,633,316 shares of Class B Common Stock reported to be outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 8, 2023. In the case of the percentage of Class A Common Stock beneficially owned by the Reporting Person, the shares of Class B Common Stock held by the Reporting Person only are treated as converted into Class A Common Stock. |
10
| CUSIP NO. 98980B 10 3 | 13 G | ||||||
| 1 | NAMES
OF REPORTING PERSONS Eric Liaw | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1) | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America | ||||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 13,682 shares | |||||
| 6 | SHARED
VOTING POWER 7,592,699 shares (2) | ||||||
| 7 | SOLE
DISPOSITIVE POWER 13,682 shares | ||||||
| 8 | SHARED
DISPOSITIVE POWER 7,592,699 shares (2) | ||||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,606,381 shares (2) | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3% of Class A Common Stock (7.7% of Total Common Stock) (3) | ||||||
| 12 | TYPE
OF REPORTING PERSON* IN | ||||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 1,784,475 shares of Class A Common Stock and 5,763,820 shares of Class B Common Stock held by IVP XV; (ii) 9,495 shares of Class A Common Stock and 30,662 shares of Class B Common Stock held by IVP XV EF; and (iii) 4,247 shares of Class A Common Stock held by IVM XV. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. The IVM XV Managing Directors share voting and dispositive power over the shares held by IVP VX, IVP XV EF and IVM XV, and may be deemed to own beneficially the shares held by IVP XV, IVP XV EF and IVM XV. |
| (3) | The percentages are based on 76,199,866 shares of Class A Common Stock and 22,633,316 shares of Class B Common Stock reported to be outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 8, 2023. In the case of the percentage of Class A Common Stock beneficially owned by the Reporting Person, the shares of Class B Common Stock held by the Reporting Person only are treated as converted into Class A Common Stock. |
11
| CUSIP NO. 98980B 10 3 | 13 G | ||||||
| 1 | NAMES
OF REPORTING PERSONS Somesh Dash | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1) | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America | ||||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 13,682 shares | |||||
| 6 | SHARED
VOTING POWER 7,592,699 shares (2) | ||||||
| 7 | SOLE
DISPOSITIVE POWER 13,682 shares | ||||||
| 8 | SHARED
DISPOSITIVE POWER 7,592,699 shares (2) | ||||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,606,381 shares (2) | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3% of Class A Common Stock (7.7% of Total Common Stock) (3) | ||||||
| 12 | TYPE
OF REPORTING PERSON* IN | ||||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 1,784,475 shares of Class A Common Stock and 5,763,820 shares of Class B Common Stock held by IVP XV; (ii) 9,495 shares of Class A Common Stock and 30,662 shares of Class B Common Stock held by IVP XV EF; and (iii) 4,247 shares of Class A Common Stock held by IVM XV. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. The IVM XV Managing Directors share voting and dispositive power over the shares held by IVP VX, IVP XV EF and IVM XV, and may be deemed to own beneficially the shares held by IVP XV, IVP XV EF and IVM XV. |
| (3) | The percentages are based on 76,199,866 shares of Class A Common Stock and 22,633,316 shares of Class B Common Stock reported to be outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 8, 2023. In the case of the percentage of Class A Common Stock beneficially owned by the Reporting Person, the shares of Class B Common Stock held by the Reporting Person only are treated as converted into Class A Common Stock. |
12
| CUSIP NO. 98980B 10 3 | 13 G | ||||||
| 1 | NAMES
OF REPORTING PERSONS Jules A. Maltz | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1) | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America | ||||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 54,369 shares | |||||
| 6 | SHARED
VOTING POWER 11,406,295 shares (2) | ||||||
| 7 | SOLE
DISPOSITIVE POWER 54,369 shares | ||||||
| 8 | SHARED
DISPOSITIVE POWER 11,406,295 shares (2) | ||||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,460,664 shares (2) | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.4% of Class A Common Stock (11.6% of Total Common Stock) (3) | ||||||
| 12 | TYPE
OF REPORTING PERSON* IN | ||||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 3,809,348 shares of Class B Common Stock held by IVP XIV; (ii) 4,248 shares of Class A Common Stock held by IVM XIV; (iii) 1,784,475 shares of Class A Common Stock and 5,763,820 shares of Class B Common Stock held by IVP XV; (iv) 9,495 shares of Class A Common Stock and 30,662 shares of Class B Common Stock held by IVP XV EF; and (v) 4,247 shares of Class A Common Stock held by IVM XV. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. IVM XIV serves as the sole general partner of IVP XIV and has shared voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XV serves as the sole general partner of IVP XV and IVP XV EF and has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. The IVM XIV Managing Directors share voting and dispositive power over the shares held by IVP XIV and IVM XIV, and may be deemed to own beneficially the shares held by IVP XIV and IVM XIV. The IVM XV Managing Directors share voting and dispositive power over the shares held by IVP VX, IVP XV EF and IVM XV, and may be deemed to own beneficially the shares held by IVP XV, IVP XV EF and IVM XV. |
| (3) | The percentages are based on 76,199,866 shares of Class A Common Stock and 22,633,316 shares of Class B Common Stock reported to be outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 8, 2023. In the case of the percentage of Class A Common Stock beneficially owned by the Reporting Person, the shares of Class B Common Stock held by the Reporting Person only are treated as converted into Class A Common Stock. |
13
Introductory Note: This statement on Schedule 13G is filed by the Reporting Persons with the Commission in respect of shares of Class A common stock, $0.00001 par value per share (the “Class A Common Stock”) of ZipRecruiter, Inc., a Delaware corporation (the “Issuer”).
| Item | 1 |
| (a) | Name of Issuer: ZipRecruiter, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices: |
604 Arizona Avenue
Santa Monica, California 90401
| Item | 2 |
| (a) | Name of Reporting Persons Filing: |
| 1. | Institutional Venture Partners XIV, L.P. (“IVP XIV”) |
| 2. | Institutional Venture Management XIV, LLC (“IVM XIV”) |
| 3. | Institutional Venture Partners XV, L.P. (“IVP XV”) |
| 4. | Institutional Venture Partners XV Executive Fund, L.P. (“IVP XV EF”) |
| 5. | Institutional Venture Management XV, LLC (“IVM XV”) |
| 6. | Todd C. Chaffee (“Chaffee”) |
| 7. | Norman A. Fogelsong (“Fogelsong”) |
| 8. | Stephen J. Harrick (“Harrick”) |
| 9. | J. Sanford Miller (“Miller”) |
| 10. | Dennis B. Phelps (“Phelps”) |
| 11. | Eric Liaw (“Liaw”) |
| 12. | Somesh Dash (“Dash”) |
| 13. | Jules A. Maltz (“Maltz”) |
| (b) | Address of Principal Business Office: | c/o Institutional Venture Partners 3000 Sand Hill Road, Building 2, Suite 250 Menlo Park, California 94025 |
| (c) | Citizenship: |
| IVP XIV | Delaware |
| IVM XIV | Delaware |
| IVP XV | Delaware |
| IVP XV EF | Delaware |
| IVM XV | Delaware |
| Chaffee | United States of America |
| Fogelsong | United States of America |
| Harrick | United States of America |
| Miller | United States of America |
| Phelps | United States of America |
| Liaw | United States of America |
| Dash | United States of America |
| Maltz | United States of America |
| (d) | Title of Class of Securities: Class A common stock |
14
| (e) | CUSIP Number: 98980B 10 3 |
| Item 3 | Not applicable. |
| Item 4 | Ownership. |
The following information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2023:
| Reporting Persons | Class A Common Stock Held Directly (1) |
Class B Common Stock Held Directly (1) |
Shared Voting Power (1) |
Shared Dispositive Power (1) |
Beneficial Ownership (1) |
Percentage
of Total Common Stock (3) |
Percentage
of Class A Common Stock (3) |
|||||||||||||||||||
| IVP XIV (2) | 0 | 3,809,348 | 3,809,348 | 3,809,348 | 3,809,348 | 3.9 | % | 4,8 | % | |||||||||||||||||
| IVM XIV (2) | 4,248 | 0 | 3,813,596 | 3,813,596 | 3,813,596 | 3.9 | % | 4.8 | % | |||||||||||||||||
| IVP XV (2) | 1,784,475 | 5,763,820 | 7,548,295 | 7,548,295 | 7,548,295 | 7.6 | % | 9.2 | % | |||||||||||||||||
| IVP XV EF (2) | 9,495 | 30,662 | 40,157 | 40,157 | 40,157 | 0.0 | % | 0.1 | % | |||||||||||||||||
| IVM XV (2) | 4,247 | 0 | 7,592,699 | 7,592,699 | 7,592,699 | 7.7 | % | 9.3 | % | |||||||||||||||||
| Chaffee (2) | 0 | 0 | 11,406,295 | 11,406,295 | 11,406,295 | 11.5 | % | 13.3 | % | |||||||||||||||||
| Fogelsong (2) | 163,114 | 0 | 11,406,295 | 11,406,295 | 11,569,409 | 11.7 | % | 13.5 | % | |||||||||||||||||
| Harrick (2) | 163,114 | 0 | 11,406,295 | 11,406,295 | 11,569,409 | 11.7 | % | 13.5 | % | |||||||||||||||||
| Miller (2) | 5,811 | 0 | 11,406,295 | 11,406,295 | 11,412,106 | 11.5 | % | 13.3 | % | |||||||||||||||||
| Phelps (2) | 163,114 | 0 | 11,406,295 | 11,406,295 | 11,569,409 | 11.7 | % | 13.5 | % | |||||||||||||||||
| Liaw (2) | 13,682 | 0 | 7,592,699 | 7,592,699 | 7,606,381 | 7.7 | % | 9.3 | % | |||||||||||||||||
| Dash (2) | 13,682 | 0 | 7,592,699 | 7,592,699 | 7,606,381 | 7.7 | % | 9.3 | % | |||||||||||||||||
| Maltz (2) | 54,369 | 0 | 11,406,295 | 11,406,295 | 11,460,664 | 13.4 | % | 11.6 | % | |||||||||||||||||
| (1) | Represents shares of Class A Common Stock and Class B Common Stock, as applicable, held directly by the Reporting Persons. Each share of Class B Common Stock is convertible into Class A Common Stock at the option of the holder on a share-for-share basis. |
| (2) | IVM XIV serves as the sole general partner of IVP XIV and has shared voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XV serves as the sole general partner of IVP XV and IVP XV EF has shared voting and investment control over the shares owned by IVP XV and IVP XV EF and may be deemed to own beneficially the shares held by IVP XV and IVP XV EF. The IVM XIV Managing Directors share voting and dispositive power over the shares held by IVP XIV and IVM XIV, and may be deemed to own beneficially the shares held by IVP XIV and IVM XIV. The IVM XV Managing Directors share voting and dispositive power over the shares held by IVP VX, IVP XV EF and IVM XV, and may be deemed to own beneficially the shares held by IVP XV, IVP XV EF and IVM XV. |
| (3) | The percentages are based on 76,199,866 shares of Class A Common Stock and 22,633,316 shares of Class B Common Stock reported to be outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on November 8, 2023. In the case of the percentage of Class A Common Stock beneficially owned by the Reporting Person, the shares of Class B Common Stock held by the Reporting Person only are treated as converted into Class A Common Stock. |
15
| Item 5 | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8 | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9 | Notice of Dissolution of Group. |
Not applicable.
| Item 10 | Certification. |
Not applicable.
16
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.
| Dated: February 13, 2024 | ||
| INSTITUTIONAL VENTURE PARTNERS XIV, L.P. | ||
| By: Institutional Venture Management XIV, LLC | ||
| Its: General Partner | ||
| By: | /s/ Tracy Hogan | |
| Tracy Hogan, Attorney-in-Fact | ||
| INSTITUTIONAL VENTURE MANAGEMENT XIV, LLC | ||
| By: | /s/ Tracy Hogan | |
| Tracy Hogan, Attorney-in-Fact | ||
| INSTITUTIONAL VENTURE PARTNERS XV, L.P. | ||
| INSTITUTIONAL VENTURE PARTNERS XV EXECUTIVE FUND, L.P. | ||
| By: Institutional Venture Management XV, LLC | ||
| Its: General Partner | ||
| By: | /s/ Tracy Hogan | |
| Tracy Hogan, Attorney-in-Fact | ||
| INSTITUTIONAL VENTURE MANAGEMENT XV, LLC | ||
| By: | /s/ Tracy Hogan | |
| Tracy Hogan, Attorney-in-Fact | ||
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for Todd C. Chaffee | ||
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for Norman A. Fogelsong | ||
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for Stephen J. Harrick | ||
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for J. Sanford Miller | ||
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for Dennis B. Phelps | ||
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for Eric Liaw | ||
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for Somesh Dash | ||
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for Jules A. Maltz | ||
Exhibit(s):
17