Timothy G. Yarbrough - May 26, 2021 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Role: Chief Business Officer
Signature: /s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person
Stock symbol: ZIP
Transactions as of: May 26, 2021
Transactions value $: -$891,020
Form type: 4
Date filed: 5/28/2021, 08:12 PM
Previous filing: May 19, 2021
Next filing: Jun 2, 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	+98.1K		$0.00	98.1K	May 26, 2021	Direct	F1, F2
transaction	ZIP	Class A Common Stock	Sale	-$891K	-44.6K	-45.43%	$20.00	53.5K	May 26, 2021	Direct
holding	ZIP	Class A Common Stock						310K	May 26, 2021	See footnote	F3

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		-9K	-100%		0	May 26, 2021	Class B Common Stock	9K		Direct	F4, F5
transaction	ZIP	Restricted Stock Units	Options Exercise		-67.5K	-56.25%		52.5K	May 26, 2021	Class B Common Stock	67.5K		Direct	F4, F6
transaction	ZIP	Restricted Stock Unit	Options Exercise		-21.6K	-31.25%		47.4K	May 26, 2021	Class B Common Stock	21.6K		Direct	F4, F7
transaction	ZIP	Class B Common Stock	Options Exercise		+98.1K			98.1K	May 26, 2021	Class A Common Stock	98.1K		Direct	F2
transaction	ZIP	Class B Common Stock	Conversion of derivative security		-98.1K	-100%		0	May 26, 2021	Class A Common Stock	98.1K		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	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.
F4	Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
F5	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.
F6	25% of the RSUs will vest on February 14, 2020, 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.
F7	25% of the RSUs will vest on January 1, 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.