ZIPRECRUITER, INC. — Director's Dealing 2021

Jun 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZIPRECRUITER, INC. (ZIP)
CIK: 0001617553
Period of Report: 2021-06-15

Reporting Person: YARBROUGH TIMOTHY G. (Chief Business Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-15	Class A Common Stock	C	11813	$0.00	Acquired	57976	Direct
2021-06-15	Class A Common Stock	S	5969	$21.00	Disposed	52007	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-15	Restricted Stock Units	$	M	7500	Disposed	2026-02-13	Class B Common Stock (7500)	Direct
2021-06-15	Restricted Stock Unit	$	M	4313	Disposed	2030-02-27	Class B Common Stock (4313)	Direct
2021-06-15	Class B Common Stock	$	M	11813	Acquired		Class A Common Stock (11813)	Direct
2021-06-15	Class B Common Stock	$	C	11813	Disposed		Class A Common Stock (11813)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	310000	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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.70 to $21.00 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.

F4: These securities are held of record by the Yarbrough Family Trust, dated March 23, 2017, a living trust, of which the Reporting Person is co-trustee.

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: 25% of the RSUs will vest on February 14, 2020, 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: 25% of the RSUs will vest 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.