ZIPRECRUITER, INC. — Director's Dealing 2021

Sep 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZIPRECRUITER, INC. (ZIP)
CIK: 0001617553
Period of Report: 2021-09-08

Reporting Person: DIONELLO RENATA (Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-08	Class A Common Stock	C	90000	$0.00	Acquired	91959	Direct
2021-09-10	Class A Common Stock	S	40912	$23.82	Disposed	51047	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-08	Restricted Stock Units	$	M	90000	Disposed	2027-11-03	Class B Common Stock (90000)	Direct
2021-09-08	Class B Common Stock	$	M	90000	Acquired		Class A Common Stock (90000)	Direct
2021-09-08	Class B Common Stock	$	C	90000	Disposed		Class A Common Stock (90000)	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: 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. 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.80 to $23.82 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

F6: Commencing on September 8, 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 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.

F7: [continuation of fn5] 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.