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: SAIFEE QASIM (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-15	Class A Common Stock	M	11000	$0.00	Acquired	397473	Direct
2022-03-15	Class A Common Stock	F	4504	$18.92	Disposed	397473	Direct
2021-12-15	Class A Common Stock	M	6250	$0.00	Acquired	397473	Direct
2021-12-15	Class A Common Stock	C	29594	$0.00	Acquired	397473	Direct
2021-12-15	Class A Common Stock	F	17773	$24.64	Disposed	397473	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-18	Restricted Stock Units	$0.00	A	11000	Acquired		Class A Common Stock (11000)	Direct
2022-03-15	Restricted Stock Units	$0.00	M	11000	Disposed		Class A Common Stock (11000)	Direct
2021-10-04	Restricted Stock Units	$0.00	A	100000	Acquired		Class A Common Stock (100000)	Direct
2021-12-15	Restricted Stock Units	$0.00	M	6250	Disposed		Class A Common Stock (6250)	Direct
2021-12-15	Restricted Stock Units	$0.00	M	7094	Disposed		Class B Common Stock (7094)	Direct
2021-12-15	Restricted Stock Units	$0.00	M	7813	Disposed		Class B Common Stock (7813)	Direct
2021-12-15	Restricted Stock Units	$0.00	M	5000	Disposed		Class B Common Stock (5000)	Direct
2021-12-15	Restricted Stock Units	$0.00	M	9687	Disposed		Class B Common Stock (9687)	Direct
2021-12-15	Class B Common Stock	$0.00	C	29594	Acquired		Class A Common Stock (29594)	Direct
2021-12-15	Class B Common Stock	$0.00	C	29594	Disposed		Class A Common (29594)	Direct

Footnotes

F1: Includes 1,925 shares of Class A common stock acquired by the Reporting Person on February 14, 2022 pursuant to the Issuer's employee stock purchase plan.

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 ("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.

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 ware 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 December 15, 2021 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F7: Each RSU represents a right to receive one share of the Issuer's Class B Common Stock at the time of settlement for no consideration.

F8: Commencing on January 1, 2021, the RSUs shall vest upon satisfaction of two conditions while the recipient 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 first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange.

F9: Commencing on January 1, 2020, the RSUs shall vest upon satisfaction of two conditions while the recipient 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 first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange.

F10: Commencing on May 7, 2020, the RSUs shall vest upon satisfaction of two conditions while the recipient 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 first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange.

F11: Commencing on March 24, 2021, the RSUs shall vest upon satisfaction of two conditions while the recipient 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 first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange.

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.