ZIPRECRUITER, INC. — Director's Dealing 2023

Jun 20, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZIPRECRUITER, INC. (ZIP)
CIK: 0001617553
Period of Report: 2023-06-15

Reporting Person: Bartolome Lora (VP, Accounting & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-15	Class A Common Stock	M	4739	$0.00	Acquired	14903	Direct
2023-06-15	Class A Common Stock	C	2626	$0.00	Acquired	17529	Direct
2023-06-15	Class A Common Stock	F	3808	$16.57	Disposed	13721	Direct
2023-06-15	Class A Common Stock	S	3557	$16.3773	Disposed	10164	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-15	Restricted Stock Units	$	M	1594	Disposed		Class A Common Stock (1594)	Direct
2023-06-15	Restricted Stock Units	$	M	1313	Disposed		Class B Common Stock (1313)	Direct
2023-06-15	Restricted Stock Units	$	M	1313	Disposed		Class B Common (1313)	Direct
2023-06-15	Restricted Stock Units	$	M	1563	Disposed		Class A Common Stock (1563)	Direct
2023-06-15	Restricted Stock Units	$	M	1582	Disposed		Class A Common Stock (1582)	Direct
2023-06-15	Class B Common Stock	$	M	2626	Acquired		Class A Common Stock (2626)	Direct
2023-06-15	Class B Common Stock	$	C	2626	Disposed		Class A Common Stock (2626)	Direct

Footnotes

F1: Represents the conversion of Class B Common Stock 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: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 15, 2023.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.18 to $16.76 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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 quarterly in nine substantially equal increments beginning June 15, 2023, with the RSUs becoming fully vested on June 15, 2025, 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 restricted stock units ("RSUs") vest in three substantially equal increments on each of June 15, 2023, September 15, 2023 and December 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F10: The RSUs vest quarterly in six substantially equal increments beginning June 15, 2023, with the RSUs becoming fully vested on September 15, 2024, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F11: The RSUs vest quarterly in 11 substantially equal increments beginning June 15, 2023, with the RSUs becoming fully vested on December 15, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F12: The RSUs vest quarterly in 15 substantially equal increments beginning June 15, 2023, with the RSUs becoming fully vested on December 15, 2026, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F13: 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.