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

Role: Chief Marketing Officer
Signature: /s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person
Stock symbol: ZIP
Transactions as of: May 26, 2021
Transactions value $: -$1,661,600
Form type: 4
Date filed: 5/28/2021, 08:07 PM
Previous filing: May 19, 2021
Next filing: Jun 3, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZIP	Class A Common Stock	Conversion of derivative security	$0	+165K	+77.81%	$0.00	378K	May 26, 2021	Direct	F1, F2
transaction	ZIP	Class A Common Stock	Sale	-$1.66M	-83.1K	-21.97%	$20.00	295K	May 26, 2021	Direct

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	Restricted Stock Units	Options Exercise		-10K	-100%		0	May 26, 2021	Class B Common Stock	10K		Direct	F3, F4
transaction	ZIP	Restricted Stock Units	Options Exercise		-35.5K	-31.25%		78K	May 26, 2021	Class B Common Stock	35.5K		Direct	F3, F4
transaction	ZIP	Restricted Stock Units	Options Exercise		-9.69K	-6.25%		145K	May 26, 2021	Class B Common Stock	9.69K		Direct	F3, F5, F6
transaction	ZIP	Restricted Stock Units	Options Exercise		-70.3K	-56.25%		54.7K	May 26, 2021	Class B Common Stock	70.3K		Direct	F3, F4
transaction	ZIP	Restricted Stock Units	Options Exercise		-40K	-50%		40K	May 26, 2021	Class B Common Stock	40K		Direct	F3, F7
transaction	ZIP	Class B Common Stock	Options Exercise		+165K			165K	May 26, 2021	Class A Common	165K		Direct	F2
transaction	ZIP	Class B Common Stock	Conversion of derivative security		-165K	-100%		0	May 26, 2021	Class A Common Stock	165K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.
F2	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.
F3	Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
F4	Commencing on January 1, 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.
F5	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.
F6	[Continuation of fn5] 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.
F7	Commencing on May 7, 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 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.