ZIPRECRUITER, INC. — Director's Dealing 2021

May 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Hadley Harbor Master Investors (Cayman) II L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-26	Class A Common Stock	C	1851097	$0.00	Acquired	11344705	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-26	Convertible Promissory Note	$8.2909	C	1851097	Disposed		Class B Common Stock (1851097)	Direct
2021-05-26	Class B Common Stock	$	C	1851097	Acquired		Class A Common Stock (1851097)	Direct
2021-05-26	Class B Common Stock	$	C	1851097	Disposed		Class A Common Stock (1851097)	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: The Convertible Promissory Note (the "Convertible Note") had a principal amount of $15,000,000.00, and accrued interest at the rate of 2.5% per annum compounded annually. The Convertible Note automatically converted into 1,851,097 shares of Class B Common Stock at a conversion price of $8.2909 per share immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange (May 26, 2021).

F4: The maturity date of the Convertible Note was the earliest to occur of: (1) June 22, 2023 or (2) an event of default under the Convertible Note.