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: SIEGEL IAN H. (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-15	Class A Common Stock	M	24500	$0.00	Acquired	17952	Direct
2022-03-15	Class A Common Stock	F	8473	$18.92	Disposed	17952	Direct
2021-06-01	Class A Common Stock	S	10000	$22.00	Disposed	15626	Indirect
2021-06-01	Class A Common Stock	S	44426	$21.5805	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-18	Restricted Stock Units	$0.00	A	24500	Acquired		Class A Common Stock (24500)	Direct
2022-03-15	Restricted Stock Units	$0.00	M	24500	Disposed		Class A Common Stock (24500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	616289	Indirect
Class A Common Stock	42213	Indirect
Class A Common Stock	105532	Indirect

Footnotes

F1: Includes 1,925 shares of Class A Common Stock issued pursuant to the Issuer's employee stock purchase plan on February 14, 2022.

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: The Reporting Person has voting, but not dispositive, power over such shares and disclaims beneficial ownership of such shares.

F4: Represents the weighted average sale price. The lowest price at which shares were sold was $21.50 and the highest price at which shares were sold was $21.62. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein.

F5: Represents shares held by the Siegel Family Trust, of which the Reporting Person and Rochelle Siegel are co-trustees.

F6: Represents shares held by The Siegel Community Property Trust, Dated April 27, 1995, as Amended of which Michael Siegel and Sheila Siegel are co-trustees. The Reporting Person has voting, but not dispositive, power over such shares.

F7: 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.

F8: 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.

F9: RSUs do not expire; they either vest or are canceled prior to the vesting date.