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: SHIMANOVSKY BORIS F. (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-15	Class A Common Stock	C	34375	$0.00	Acquired	106786	Direct
2021-09-15	Class A Common Stock	S	17259	$25.94	Disposed	89527	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-15	Restricted Stock Units	$	M	34375	Disposed	2027-08-31	Class B Common Stock (34375)	Direct
2021-09-15	Class B Common Stock	$	M	34375	Acquired		Class A Common Stock (34375)	Direct
2021-09-15	Class B Common Stock	$	C	34375	Disposed		Class A Common Stock (34375)	Direct

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: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.

F4: Commencing on June 22, 2020, 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 25% on June 22, 2021 and thereafter 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. The Issuer's Board of Directors has waived the liquidity event requirement condition effective as of the earlier of the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and March 15, 2022.