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: SIEGEL IAN H. (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-26	Class A Common Stock	C	40000	$0.00	Acquired	40000	Direct
2021-05-26	Class A Common Stock	S	40000	$20.00	Disposed	0	Direct
2021-05-26	Class A Common Stock	S	45000	$20.94	Disposed	1055000	Indirect
2021-05-26	Class A Common Stock	S	20000	$20.00	Disposed	35626	Indirect
2021-05-26	Class A Common Stock	S	40000	$20.00	Disposed	44426	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-26	Restricted Stock Units	$	M	40000	Disposed	2031-03-23	Class B Common Stock (40000)	Direct
2021-05-26	Class B Common Stock	$	M	40000	Acquired		Class A Common Stock (40000)	Direct
2021-05-26	Class B Common Stock	$	C	40000	Disposed		Class A Common Stock (40000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	105532	Indirect
Class A Common Stock	42213	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (13029486)	13029486	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 shares are held by the Siegel Family Trust, of which the Reporting Person and Rochelle Siegel are co-trustees.

F4: The Reporting Person has voting, but not dispositive, power over such shares and disclaims beneficial ownership of such shares.

F5: Represents shares held by The Siegel Community Property Trust, Dated April 27, 1995, As Amended, of which Michael Siegel and Sheila Siegel are co-trustees. The Reporting Person has voting, but not dispositive, power over such shares.

F6: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.

F7: 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.