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: YARBROUGH TIMOTHY G. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-15	Class A Common Stock	M	6250	$0.00	Acquired	118192	Direct
2022-12-15	Class A Common Stock	C	18063	$0.00	Acquired	136255	Direct
2022-12-15	Class A Common Stock	F	12973	$17.06	Disposed	123282	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-15	Restricted Stock Units	$	M	6250	Disposed		Class A Common Stock (6250)	Direct
2022-12-15	Restricted Stock Units	$	M	7500	Disposed		Class B Common Stock (7500)	Direct
2022-12-15	Restricted Stock Unit	$	M	4313	Disposed		Class B Common Stock (4313)	Direct
2022-12-15	Restricted Stock Unit	$	M	6250	Disposed		Class B Common Stock (6250)	Direct
2022-12-15	Class B Common Stock	$	M	18063	Acquired		Class A Common Stock (18063)	Direct
2022-12-15	Class B Common Stock	$	C	18063	Disposed		Class A Common Stock (18063)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	249917	Indirect

Footnotes

F1: This RSU was granted by the Compensation Committee of the Issuer's Board of Directors on February 18, 2022. The grant date for this RSU was inadvertently reported as December 15, 2022 in a Form 4 filed on February 14, 2022.

F2: Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.

F3: 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.

F4: 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.

F5: Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

F6: The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F7: RSUs do not expire; they either vest or are canceled prior to vesting date.

F8: Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.

F9: The RSU 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.

F10: The RSU vested as to 25% of the total shares on January 1, 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.

F11: The RSU vested as to 25% of the total shares 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.

F12: 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.