ZIPRECRUITER, INC. — Director's Dealing 2021

Sep 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZIPRECRUITER, INC. (ZIP)
CIK: 0001617553
Period of Report: 2021-09-15

Reporting Person: ZWELLING JEFFREY (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-15	Class A Common Stock	C	25438	$0.00	Acquired	112139	Direct
2021-09-15	Class A Common Stock	S	12773	$25.94	Disposed	99366	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-15	Restricted Stock Units	$	M	11250	Disposed	2023-12-15	Class B Common Stock (11250)	Direct
2021-09-15	Restricted Stock Units	$	M	14188	Disposed	2024-12-15	Class B Common Stock (14188)	Direct
2021-09-15	Class B Common Stock	$	M	25438	Acquired		Class A Common Stock (25438)	Direct
2021-09-15	Class B Common Stock	$	C	25438	Disposed		Class A Common Stock (25438)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1369419	Indirect

Footnotes

F1: Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.

F2: 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.

F3: Represents the aggregate number of shares sold by the Reporting Person to cover taxes and fees due upon the release and settlement of the restricted stock units ("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 and fees.

F4: These shares are held of record by Zwelling Family LP. The Reporting Person is the general partner of Zwelling Family LP and may be deemed to have voting power and investment power over the securities held by Zwelling Family LP.

F5: Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.

F6: 25% of the total shares underlying the option vested on January 1, 2021, and the remainder will vest as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F7: Commencing on March 24, 2021, the RSUs shall vest upon satisfaction of two conditions while the recipient remains an employee or provider of services to the Issuer: (a) a time and service requirement satisfied as to 1/16 of the RSUs on each quarterly vesting date following the vesting commencement date; and (b) a liquidity event requirement satisfied on the earliest to occur of the first trading day following the expiration of the lockup period applicable to an IPO of the Issuer's equity securities pursuant to an effective registration statement, March 15 of the calendar year following the year in which an IPO occurs, or a change in control.

F8: [continuation of fn7] The Issuer's Board of Directors has waived the Liquidity Event Requirement condition effective as of the earlier of (a) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (b) March 15, 2022.