ZIPRECRUITER, INC. — Director's Dealing 2021

May 29, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZIPRECRUITER, INC. (ZIP)
CIK: 0001617553
Period of Report: 2021-05-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-26	Class A Common Stock	C	98062	$0.00	Acquired	98062	Direct
2021-05-26	Class A Common Stock	S	44551	$20.00	Disposed	53511	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-26	Restricted Stock Units	$	M	9000	Disposed	2031-03-23	Class B Common Stock (9000)	Direct
2021-05-26	Restricted Stock Units	$	M	67500	Disposed	2026-02-13	Class B Common Stock (67500)	Direct
2021-05-26	Restricted Stock Unit	$	M	21562	Disposed	2030-02-27	Class B Common Stock (21562)	Direct
2021-05-26	Class B Common Stock	$	M	98062	Acquired		Class A Common Stock (98062)	Direct
2021-05-26	Class B Common Stock	$	C	98062	Disposed		Class A Common Stock (98062)	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: 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.

F4: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.

F5: The RSUs shall 100% vest upon the earliest to occur of (a) first trading day following the expiration of the lockup period applicable to the IPO of the Issuer's equity securities pursuant to an effective registration statement, (b) March 15 of the calendar year following the year in which an IPO occurs or (c) a change of control, provided that the Reporting Person remains an employee or provider of service to the Issuer at such time. The Issuer's Board of Directors has waived the foregoing vesting requirement such that the RSUs shall vest in full 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.

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.