Ian H. Siegel - May 14, 2021 Form 3 Insider Report for ZIPRECRUITER, INC. (ZIP)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Ryan Sakamoto, Attorney-in-Fact
Stock symbol: ZIP
Transactions as of: May 14, 2021
Transactions value $: $0
Form type: 3
Date filed: 5/14/2021, 09:29 PM
Next filing: May 19, 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	Class B Common Stock							May 14, 2021	Class A Common Stock	14.1M		See Footnote	F1, F2
holding	ZIP	Class B Common Stock							May 14, 2021	Class A Common Stock	106K		See Footnote	F1, F3
holding	ZIP	Class B Common Stock							May 14, 2021	Class A Common Stock	55.6K		See Footnote	F1, F4
holding	ZIP	Class B Common Stock							May 14, 2021	Class A Common Stock	84.4K		See Footnote	F1, F5
holding	ZIP	Class B Common Stock							May 14, 2021	Class A Common Stock	42.2K		See Footnote	F1, F6
holding	ZIP	Restricted Stock Units (RSU)							May 14, 2021	Class B Common Stock	40K		Direct	F7, F8
holding	ZIP	Restricted Stock Units (RSU)							May 14, 2021	Class B Common Stock	1.4M		Direct	F8, F9, F10

* 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	Represents shares are held by the Siegel Family Trust, of which the Reporting Person and Rochelle Siegel are co-trustees.
F3	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.
F4	Represents shares held by Robert Eugene Tortorete. The Reporting Person has voting, but not dispositive, power over such shares and disclaims beneficial ownership of such shares.
F5	Represents shares held by Ruth Tortorete. The Reporting Person has voting, but not dispositive, power over such shares and disclaims beneficial ownership of such shares.
F6	Represents shares held by Matthew Siegel. The Reporting Person has voting, but not dispositive, power over such shares and disclaims beneficial ownership of such shares.
F7	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.
F8	Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
F9	The RSUs are subject to milestone vesting as follows: (a) If the Liquid Price Per Share is at least 2.7 times the Reference Price, 20% of the RSUs subject to this award will vest. Minimum Service period is through first anniversary of grant date; (b) If the Liquid Price Per Share is at least 3.3 times the Reference Price, 20% of the RSUs subject to this award will vest. Minimum Service period is through second anniversary of grant date; (c) If the Liquid Price Per Share is at least 4.1 times the Reference Price, 20% of the RSUs subject to this award will vest. Minimum Service period is through third anniversary of grant date; (d) If the Liquid Price Per Share is at least 5.1 times the Reference Price, 20% of the RSUs subject to this award will vest. Minimum Service period is through fourth anniversary of grant date; and (e) If the Liquid Price Per Share is at least 6.3 times the Reference Price, 20% of the RSUs subject to this award will vest.
F10	[continuation of fn 9] Minimum Service period is through fifth anniversary of grant date. For purposes of the RSUs, "Liquid Price Per Share" means a price per share achieved for the Issuer's Class A Common Stock in a Change in Control or following an IPO (which includes a direct listing of the Issuer's Class A Common Stock), and the Reference Price will be deemed to be $25.04 per share.