Timothy G. Yarbrough - Dec 31, 2022 Form 5 Insider Report for ZIPRECRUITER, INC. (ZIP)

Role: Chief Financial Officer
Signature: /s/ Ryan Sakamoto, as Attorney-in-Fact
Stock symbol: ZIP
Transactions as of: Dec 31, 2022
Transactions value $: -$54,490
Form type: 5
Date filed: 2/14/2023, 06:10 PM
Previous filing: Dec 19, 2022
Next filing: Feb 16, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZIP	Class A Common Stock	Options Exercise	$0	+5.5K	+4.93%	$0.00	117K	Mar 15, 2022	Direct
transaction	ZIP	Class A Common Stock	Tax liability	-$54.5K	-2.88K	-2.4%	$18.92	117K	Mar 15, 2022	Direct	F1
holding	ZIP	Class A Common Stock						250K	Dec 31, 2022	See footnote	F2

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	Award	$0	+100K		$0.00	68.8K	Feb 18, 2022	Class A Common Stock	100K	$0.00	Direct	F3, F4, F5, F6
transaction	ZIP	Restricted Stock Units	Award	$0	+5.5K		$0.00^*	0	Feb 18, 2022	Class A Common Stock	5.5K	$0.00	Direct	F4, F6, F7
transaction	ZIP	Restricted Stock Units	Options Exercise	$0	-5.5K	-100%	$0.00^*	0	Mar 15, 2022	Class A Common Stock	5.5K	$0.00	Direct	F4, F6, F7

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

Explanation of Responses:

Id	Content
F1	Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units ("RSUs"). The Reporting Person did not sell or otherwise dispose of any of the shares reported in this form for any reason other than to cover required taxes.
F2	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.
F3	This RSU award was inadvertently reported on Form 4 filed December 28, 2021 with an incorrect grant date of December 15, 2021. The award was granted on February 18, 2022.
F4	Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration.
F5	The RSUs vest as to 1/16 of the total shares quarterly until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date. The first two vested tranches settled on March 15, 2022.
F6	RSUs do not expire; they either vest or are canceled prior to the vesting date.
F7	The RSUs were fully vested on February 18, 2022. Shares of Class A Common Stock were issued to the Reporting Person upon settlement of the RSUs on March 15, 2022.