Amy Garefis - 14 May 2021 Form 3 Insider Report for ZIPRECRUITER, INC. (ZIP)

Role: Principal Accounting Officer
Signature: /s/ Ryan Sakamoto, as Attorney-in-Fact
Issuer symbol: ZIP
Transactions as of: 14 May 2021
Net transactions value: $0
Form type: 3
Filing time: 14 May 2021, 21:23:06 UTC
Next filing: 19 May 2021
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	ZIP	Class B Common Stock							14 May 2021	Class A Common Stock	100,000	$0.000000	Direct	F1
holding	ZIP	Employee Stock Option (Right to Buy)							14 May 2021	Class B Common Stock	15,000	$0.7763	Direct	F2
holding	ZIP	Employee Stock Option (Right to Buy)							14 May 2021	Class B Common Stock	40,000	$0.8350	Direct	F2
holding	ZIP	Employee Stock Option (Right to Buy)							14 May 2021	Class B Common Stock	45,000	$5.53	Direct	F2
holding	ZIP	Restricted Stock Units (RSU)							14 May 2021	Class B Common Stock	123,500		Direct	F3, F4, F5
holding	ZIP	Restricted Stock Units (RSU)							14 May 2021	Class B Common Stock	36,000		Direct	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	The stock option is fully vested.
F3	Commencing on July 1, 2019, 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 over four years, with 25% of the RSUs vesting on July 1, 2020, and 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.
F4	[continuation of fn3] The Issuer's Board of Directors has waived the liquidity event requirement condition effective as of the earlier of (a) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (b) March 15, 2022.
F5	Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
F6	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 earlier of (a) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (b) March 15, 2022.