Boris F. Shimanovsky - May 14, 2021 Form 3 Insider Report for ZIPRECRUITER, INC. (ZIP)

Role: Chief Technology Officer
Signature: /s/ Ryan Sakamoto, as Attorney-in-Fact
Stock symbol: ZIP
Transactions as of: May 14, 2021
Transactions value $: $0
Form type: 3
Date filed: 5/14/2021, 09:28 PM
Next filing: May 28, 2021

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	Restricted Stock Units (RSU)							May 14, 2021	Class B Common Stock	550K		Direct	F1, F2
holding	ZIP	Restricted Stock Units (RSU)							May 14, 2021	Class B Common Stock	5K		Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	Commencing on June 22, 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 25% on June 22, 2021 and thereafter 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 the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and March 15, 2022.
F2	Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
F3	The RSUs shall 100% vest upon the earliest to occur of (a) first trading day following the expiration of the lockup period applicable to the IPO of the Issuer's equity securities pursuant to an effective registration statement, (b) March 15 of the calendar year following the year in which an IPO occurs or (c) a change of control, provided that the Reporting Person remains an employee or provider of service to the Issuer at such time. The Issuer's Board of Directors has waived the foregoing vesting requirement such that the RSUs shall vest in full 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.