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: EBERHARD RYAN (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-26	Class A Common Stock	C	55388	$0.00	Acquired	152138	Direct
2021-05-26	Class A Common Stock	S	55388	$20.00	Disposed	96750	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-26	Restricted Stock Units	$	M	67500	Disposed	2026-02-13	Class B Common Stock (67500)	Direct
2021-05-26	Restricted Stock Units	$	M	10000	Disposed	2031-03-23	Class B Common Stock (10000)	Direct
2021-05-26	Restricted Stock Units	$	M	7125	Disposed	2031-03-23	Class B Common Stock (7125)	Direct
2021-05-26	Restricted Stock Units	$	M	17893	Disposed	2026-08-25	Class B Common Stock (17893)	Direct
2021-05-26	Class B Common Stock	$	M	102518	Acquired		Class A Common Stock (102518)	Direct
2021-05-26	Class B Common Stock	$	C	55388	Disposed		Class A Common Stock (55388)	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 January 1, 2019, 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. 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.

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: Commencing on March 24, 2021, 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. These RSUs are subject to a liquidity event requirement which the Issuer's Board of Directors has waived in full, effective as of the earlier to occur 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.

F7: Commencing on August 26, 2019, 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 over four years, with 25% of the RSUs vesting on August 26, 2020, and 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. These RSUs are subject to a liquidity event requirement which the Issuer's Board of Directors has waived in full, effective as of the earlier to occur 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.