ZIPRECRUITER, INC. — Director's Dealing 2022

Apr 21, 2022

SEC Form 4/A — Form 4/A

Issuer: ZIPRECRUITER, INC. (ZIP)
CIK: 0001617553
Period of Report: 2021-05-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-26	Class A Common Stock	C	99125	$0.00	Acquired	231125	Direct
2021-05-26	Class A Common Stock	S	76314	$20.00	Disposed	154811	Direct
2021-05-26	Class A Common Stock	S	15000	$21.00	Disposed	139811	Direct
2021-05-26	Class A Common Stock	S	20000	$20.00	Disposed	48000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-26	Restricted Stock Units	$	M	67500	Disposed	2026-02-13	Class B Common Stock (67500)	Direct
2021-05-26	Restricted Stock Units	$	M	2250	Disposed	2031-03-23	Class B Common Stock (2250)	Direct
2021-05-26	Restricted Stock Units	$	M	14375	Disposed	2027-02-27	Class B Common Stock (14375)	Direct
2021-05-26	Employee Stock Option (right to buy)	$0.98	M	15000	Disposed	2026-12-07	Class B Common Stock (15000)	Direct
2021-05-26	Class B Common Stock	$	M	99125	Acquired		Class A Common Stock (99125)	Direct
2021-05-26	Class B Common Stock	$	C	99125	Disposed		Class A Common Stock (99125)	Direct

Footnotes

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

F2: 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.

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 restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.

F5: 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.

F6: 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.

F7: 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.

F8: The stock option is fully vested.