Timothy G. Yarbrough - May 14, 2021 Form 3 Insider Report for ZIPRECRUITER, INC. (ZIP)

Role: Chief Business Officer
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, 09:31 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	310K		See Footnote	F1, F2
holding	ZIP	Restricted Stock Units (RSU)							May 14, 2021	Class B Common Stock	9K		Direct	F3, F4
holding	ZIP	Restricted Stock Units (RSU)							May 14, 2021	Class B Common Stock	100K		Direct	F4, F5
holding	ZIP	Restricted Stock Units (RSU)							May 14, 2021	Class B Common Stock	69K		Direct	F4, F6
holding	ZIP	Restricted Stock Units (RSU)							May 14, 2021	Class B Common Stock	120K		Direct	F4, F7
holding	ZIP	Employee Stock Option (right to buy)							May 14, 2021	Class B Common Stock	120K	$5.53	Direct	F8

* 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	These securities are held of record by the Yarbrough Family Trust, dated March 23, 2017, a living trust, of which the Reporting Person is co-trustee.
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.
F4	Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
F5	25% of the RSUs will vest on August 25, 2021, and the remainder will vest as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F6	The stock option vested as to 25% of the total shares on January 1, 2021, and thereafter vests as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F7	The stock option vested as to 25% of the total shares on January 1, 2020, and thereafter vests as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F8	The stock option vested as to 25% of the total shares on July 16, 2019, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date.