Eric Liaw - May 26, 2021 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Role: Director
Signature: /s/ Tracy Hogan, as authorized signatory for all Reporting Persons
Stock symbol: ZIP
Transactions as of: May 26, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/28/2021, 05:26 PM
Previous filing: May 21, 2021
Next filing: Oct 1, 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
transaction	ZIP	Convertible Promissory Note	Conversion of derivative security	$0	-821K	-100%	$0.00^*	0	May 26, 2021	Class B Common Stock	821K	$8.29	See Footnote	F1, F2, F3, F4
transaction	ZIP	Convertible Promissory Note	Conversion of derivative security	$0	-410K	-100%	$0.00^*	0	May 26, 2021	Class B Common Stock	410K	$8.29	See Footnote	F2, F3, F5, F6
transaction	ZIP	Convertible Promissory Note	Conversion of derivative security	$0	-2.18K	-100%	$0.00^*	0	May 26, 2021	Class B Common Stock	2.18K	$8.29	See Footnote	F2, F3, F7, F8
transaction	ZIP	Class B Common Stock	Conversion of derivative security	$0	+821K	+7.67%	$0.00	11.5M	May 26, 2021	Class A Common Stock	821K		See Footnote	F3, F4
transaction	ZIP	Class B Common Stock	Conversion of derivative security	$0	+410K	+7.67%	$0.00	5.76M	May 26, 2021	Class A Common Stock	410K		See Footnote	F3, F6
transaction	ZIP	Class B Common Stock	Conversion of derivative security	$0	+2.18K	+7.67%	$0.00	30.7K	May 26, 2021	Class A Common Stock	2.18K		See Footnote	F3, F8

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

Explanation of Responses:

Id	Content
F1	The Convertible Promissory Note (the "Convertible Note A") had a principal amount of $6,656,750.00, and accrued interest at the rate of 2.5% per annum compounded annually. The Convertible Note A automatically converted into 821,486 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange (May 26, 2021).
F2	The maturity date of each of Convertible Note A, Convertible Note B, and Convertible Note C (as defined in the footnotes to this Form 4) was the earlier to occur of (1) June 22, 2023 and (2) an event of default under such Convertible Notes.
F3	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.
F4	Represents securities held by Institutional Venture Partners XIV, L.P. ("IVP XIV"). Institutional Venture Management XIV, LLC is the general partner of IVP XIV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XIV, LLC and share voting and dispositive power over the shares held by IVP XIV. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interests therein, if any.
F5	The Convertible Promissory Note (the "Convertible Note B") had a principal amount of $3,325,557.52, and accrued interest at the rate of 2.5% per annum compounded annually. The Convertible Note B automatically converted into 410,395 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange (May 26, 2021).
F6	Represents securities held by Institutional Venture Partners XV, L.P. ("IVP XV"). Institutional Venture Management XV, LLC is the general partner of IVP XV. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, the Reporting Person, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the shares held by IVP XV. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interests therein, if any.
F7	The Convertible Promissory Note (the "Convertible Note C") had a principal amount of $17,692.48, and accrued interest at the rate of 2.5% per annum compounded annually. The Convertible Note C automatically converted into 2,183 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange (May 26, 2021).
F8	Represents securities held by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV Executive Fund"). Institutional Venture Management XV, LLC is the general partner of IVP XV Executive Fund. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, the Reporting Person, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the shares held by IVP XV Executive Fund. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interests therein, if any.