ZIPRECRUITER, INC. — Director's Dealing 2022

Sep 20, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZIPRECRUITER, INC. (ZIP)
CIK: 0001617553
Period of Report: 2022-02-18

Reporting Person: SAKAMOTO RYAN T. (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-15	Class A Common Stock	M	3000	$0.00	Acquired	71849	Direct
2022-03-18	Class A Common Stock	F	1429	$18.92	Disposed	70420	Direct
2022-09-15	Class A Common Stock	M	6250	$0.00	Acquired	76104	Direct
2022-09-15	Class A Common Stock	C	12625	$0.00	Acquired	88729	Direct
2022-09-15	Class A Common Stock	F	9883	$19.12	Disposed	78846	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-18	Restricted Stock Units	$	A	3000	Acquired		Class A Common Stock (3000)	Direct
2022-03-15	Restricted Stock Units	$	M	3000	Disposed		Class A Common Stock (3000)	Direct
2022-09-15	Restricted Stock Units	$	M	6250	Disposed		Class A Common Stock (6250)	Direct
2022-09-15	Restricted Stock Units	$	M	2250	Disposed		Class B Common Stock (2250)	Direct
2022-09-15	Restricted Stock Units	$	M	2875	Disposed		Class B Common Stock (2875)	Direct
2022-09-15	Restricted Stock Units	$	M	7500	Disposed		Class B Common Stock (7500)	Direct
2022-09-15	Class B Common Stock	$	M	12625	Acquired		Class A Common Stock (12625)	Direct
2022-09-15	Class B Common Stock	$	C	12625	Disposed		Class A Common Stock (12625)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	77700	Indirect

Footnotes

F1: 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.

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

F3: The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.

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

F5: The RSUs are fully vested upon grant, with settlement to occur on March 15, 2022.

F6: RSUs do not expire; they either vest or are canceled prior to vesting date.

F7: Commencing on February 14, 2020, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person remains an employee or 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. The Issuer's Board of Directors has waived the liquidity event requirement condition effective as of the earlier of the first day of trading of the Issuer's Class A Common Stock on the (i) New York Stock Exchange and (ii) March 15, 2022.

F8: Commencing on March 24, 2021, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person remains an employee or 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. The Issuer's Board of Directors has waived the Liquidity Event Requirement condition effective as of the earlier of (i) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (ii) March 15, 2022.

F9: Commencing on February 28, 2021, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person remains an employee or 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. The Issuer's Board of Directors has waived the liquidity event requirement condition effective as of the earlier of (i) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (ii) March 15, 2022.

F10: The RSUs vested as to 6.25% of the total shares on September 15, 2021, and then 6.25% of the total shares vest quarterly thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F11: 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.