ZIPRECRUITER, INC. — Director's Dealing 2023

Feb 15, 2023

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: ZIPRECRUITER, INC. (ZIP)
CIK: 0001617553
Period of Report: 2022-12-31

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	79896	Direct
2022-03-15	Class A Common Stock	F	1571	$18.92	Disposed	79896	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-18	Restricted Stock Units	$0.00	A	3000	Acquired		Class A Common Stock (3000)	Direct
2022-03-15	Restricted Stock Units	$0.00	M	3000	Disposed		Class A Common Stock (3000)	Direct
2021-08-24	Restricted Stock Units	$0.00	A	100000	Acquired		Class A Common Stock (100000)	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 ("RSUs"). The Reporting Person did not sell or otherwise dispose of any of the shares reported in this form for any reason other than to cover required taxes.

F2: These securities are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary.

F3: Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration.

F4: The RSUs were fully vested on February 18, 2022. Shares of Class A Common Stock were issued to the Reporting Person upon settlement of the RSUs on March 15, 2022.

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

F6: The RSUs vest as to 1/16 of the total shares quarterly beginning on September 15, 2021 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.