ZIPRECRUITER, INC. — Director's Dealing 2021

May 15, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Liaw Eric (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.00		Class A Common Stock (2317734)		Indirect
Class B Common Stock	$0.00		Class A Common Stock (4444441)		Indirect
Class B Common Stock	$0.00		Class A Common Stock (23645)		Indirect
Series A Preferred Stock	$0.00		Class B Common Stock (11970128)		Indirect
Series B Preferred Stock	$0.00		Class B Common Stock (2693459)		Indirect
Series B Preferred Stock	$0.00		Class B Common Stock (14329)		Indirect
Convertible Promissory Note	$8.2909		Class B Common Stock (821486)		Indirect
Convertible Promissory Note	$8.2909		Class B Common Stock (410395)		Indirect
Convertible Promissory Note	$8.2909		Class B Common Stock (2183)		Indirect

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: Represents securities held by Institutional Venture Partners XIV, L.P. ("IVP XIV"). Institutional Venture Management XIV, LLC is the general partner of IVP XIV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XIV, LLC and share voting and dispositive power over the securities held by IVP XIV. The Reporting Person, as a general partner of Institutional Venture Partners, disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.

F3: Represents securities held by Institutional Venture Partners XV, L.P. ("IVP XV"). Institutional Venture Management XV, LLC is the general partner of IVP XV, L.P. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, the Reporting Person, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the securities held by IVP XV. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.

F4: Represents securities held by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV Executive Fund"). Institutional Venture Management XV, LLC is the general partner of IVP XV Executive Fund. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, the Reporting Person, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the securities held by IVP XV Executive Fund. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.

F5: Each share of Series A Preferred Stock will convert into Class B Common Stock on a one-for-eight basis upon the effectiveness of the Issuer's registration statement on Form S-1 and has no expiration date.

F6: Each share of Series B Preferred Stock will convert into Class B Common Stock on a one-for-one basis upon the effectiveness of the Issuer's registration statement on Form S-1 and has no expiration date.

F7: The Convertible Promissory Note (the "Convertible Note") has a principal amount of $6,656,750.00, and accrues interest at the rate of 2.5% per annum compounded annually. Assuming a conversion price of $8.2909 per share (which is the maximum conversion price at which the Convertible Note is convertible by its terms), the Convertible Note will automatically convert into 821,486 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange, currently expected to be May 26, 2021.

F8: The maturity date of the Convertible Note is the earlier to occur of (1) June 22, 2023 and (2) an event of default under the Convertible Note.

F9: The Convertible Note has a principal amount of $3,325,557.52, and accrues interest at the rate of 2.5% per annum compounded annually. Assuming a conversion price of $8.2909 per share (which is the maximum conversion price at which the Convertible Note is convertible by its terms), the Convertible Note will automatically convert into 410,395 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange, currently expected to be May 26, 2021.

F10: The Convertible Note has a principal amount of $17,692.48, and accrues interest at the rate of 2.5% per annum compounded annually. Assuming a conversion price of $8.2909 per share (which is the maximum conversion price at which the Convertible Note is convertible by its terms), the Convertible Note will automatically convert into 2,183 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange, currently expected to be May 26, 2021.