Qasim Saifee - Jun 15, 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: Jun 15, 2021
Transactions value $: -$314,034
Form type: 4
Date filed: 6/24/2021, 09:23 PM
Previous filing: Jun 3, 2021
Next filing: Sep 17, 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	+29.6K	+10.61%	$0.00	309K	Jun 15, 2021	Direct	F1, F2
transaction	ZIP	Class A Common Stock	Sale	-$314K	-15K	-4.84%	$21.00	294K	Jun 15, 2021	Direct	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		-7.09K	-9.09%		70.9K	Jun 15, 2021	Class B Common Stock	7.09K		Direct	F4, F5
transaction	ZIP	Restricted Stock Units	Options Exercise		-9.69K	-6.67%		136K	Jun 15, 2021	Class B Common Stock	9.69K		Direct	F4, F6, F7
transaction	ZIP	Restricted Stock Units	Options Exercise		-7.81K	-14.29%		46.9K	Jun 15, 2021	Class B Common Stock	7.81K		Direct	F4, F5
transaction	ZIP	Restricted Stock Units	Options Exercise		-5K	-12.5%		35K	Jun 15, 2021	Class B Common Stock	5K		Direct	F4, F8
transaction	ZIP	Class B Common Stock	Options Exercise		+29.6K			29.6K	Jun 15, 2021	Class A Common	29.6K		Direct	F2
transaction	ZIP	Class B Common Stock	Conversion of derivative security		-29.6K	-100%		0	Jun 15, 2021	Class A Common Stock	29.6K		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	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.70 to $21.00 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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	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.
F6	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.
F7	[Continuation of fn6] 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.
F8	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.