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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.00		Class A Common Stock (6785820)		Direct
Series B Preferred Stock	$0.00		Class B Common Stock (2707788)		Direct
Convertible Promissory Note	$8.2909		Class B Common Stock (1851097)		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: Each share of Series B Preferred Stock will automatically convert into one share of Class B Common Stock upon the effectiveness of the registration statement on Form S-1 and has no expiration date.

F3: The Convertible Promissory Note has a principal amount of $15,000,000.00, 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 Promissory Note is convertible by its terms), the Convertible Promissory Note will automatically convert into 1,851,097 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.

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