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ZIPRECRUITER, INC. Director's Dealing 2021

May 15, 2021

32968_dirs_2021-05-14_80289085-d15c-41e2-bd27-b6a977a9144b.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ZIPRECRUITER, INC. (ZIP)
CIK: 0001617553
Period of Report: 2021-05-14

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

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Class B Common Stock $ Class A Common Stock (310000) Indirect
Restricted Stock Units (RSU) $ 2031-03-23 Class B Common Stock (9000) Direct
Restricted Stock Units (RSU) $ 2027-11-03 Class B Common Stock (100000) Direct
Restricted Stock Units (RSU) $ 2027-02-27 Class B Common Stock (69000) Direct
Restricted Stock Units (RSU) $ 2026-02-13 Class B Common Stock (120000) Direct
Employee Stock Option (right to buy) $5.53 2028-07-29 Class B Common Stock (120000) Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

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

F5: 25% of the RSUs will vest on August 25, 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.

F6: The stock option vested as to 25% of the total shares on January 1, 2021, and thereafter vests 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: The stock option vested as to 25% of the total shares on January 1, 2020, and thereafter vests 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.

F8: The stock option vested as to 25% of the total shares on July 16, 2019, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date.