ZIPRECRUITER, INC. — Director's Dealing 2022

Dec 20, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZIPRECRUITER, INC. (ZIP)
CIK: 0001617553
Period of Report: 2022-12-15

Reporting Person: DIONELLO RENATA (Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-15	Class A Common Stock	C	22500	$0.00	Acquired	139851	Direct
2022-12-15	Class A Common Stock	F	11156	$17.06	Disposed	128695	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-15	Restricted Stock Units	$	M	22500	Disposed		Class B Common Stock (22500)	Direct
2022-12-15	Class B Common Stock	$	M	22500	Acquired		Class A Common Stock (22500)	Direct
2022-12-15	Class B Common Stock	$	C	22500	Disposed		Class A Common Stock (22500)	Direct

Footnotes

F1: Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.

F2: Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units (the "RSUs"). The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.

F3: Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.

F4: Commencing on September 8, 2020, the RSUs shall vest upon satisfaction of two conditions while the recipient remains a 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.

F5: RSUs do not expire; they either vest or are canceled prior to vesting date.

F6: 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.