Renata Dionello - Oct 1, 2021 Form 4 Insider Report for ZIPRECRUITER, INC. (ZIP)

Role: Chief People Officer
Signature: /s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person
Stock symbol: ZIP
Transactions as of: Oct 1, 2021
Transactions value $: -$281,393
Form type: 4
Date filed: 10/5/2021, 07:55 PM
Previous filing: Sep 14, 2021
Next filing: Dec 21, 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	+22.5K	+44.08%	$0.00	73.5K	Oct 1, 2021	Direct	F1, F2
transaction	ZIP	Class A Common Stock	Sale	-$281K	-10.7K	-14.59%	$26.22	62.8K	Oct 1, 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		-22.5K	-8.33%		248K	Oct 1, 2021	Class B Common Stock	22.5K		Direct	F4, F5, F6
transaction	ZIP	Class B Common Stock	Options Exercise		+22.5K			22.5K	Oct 1, 2021	Class A Common Stock	22.5K		Direct	F2
transaction	ZIP	Class B Common Stock	Conversion of derivative security		-22.5K	-100%		0	Oct 1, 2021	Class A Common Stock	22.5K		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	Represents the aggregate number of shares sold by the Reporting Person to cover taxes and fees due upon the release and settlement of the Restricted Stock Units. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes and fees.
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 September 8, 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.
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.