Sec Form 4 Filing - Garefis Amy @ ZIPRECRUITER, INC. - 2023-09-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Garefis Amy
2. Issuer Name and Ticker or Trading Symbol
ZIPRECRUITER, INC. [ ZIP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP Chief People Officer
(Last) (First) (Middle)
604 ARIZONA AVE
3. Date of Earliest Transaction (MM/DD/YY)
09/15/2023
(Street)
SANTA MONICA, CA90401
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/15/2023 M 12,826 A $ 0 168,034 D
Class A Common Stock 09/15/2023 C( 1 ) 2,250 A $ 0 170,284 D
Class A Common Stock 09/15/2023 F( 2 ) 7,790 D $ 15.15 162,494 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 3 ) 09/15/2023 M 6,250 ( 4 ) ( 5 ) Class A Common Stock 6,250 $ 0 ( 3 ) 50,000 D
Restricted Stock Units ( 6 ) 09/15/2023 M 2,250 ( 7 ) ( 5 ) Class B Common 2,250 $ 0 ( 6 ) 11,250 D
Restricted Stock Units ( 3 ) 09/15/2023 M 1,338 ( 8 ) ( 5 ) Class A Common Stock 1,338 $ 0 ( 3 ) 16,048 D
Restricted Stock Units ( 3 ) 09/15/2023 M 5,238 ( 9 ) ( 5 ) Class A Common Stock 5,238 $ 0 ( 3 ) 68,086 D
Class B Common Stock ( 10 ) 09/15/2023 M 2,250 ( 10 ) ( 10 ) Class A Common Stock 2,250 $ 0 ( 10 ) 2,250 D
Class B Common Stock ( 10 ) 09/15/2023 C( 1 ) 2,250 ( 10 ) ( 10 ) Class A Common Stock 2,250 $ 0 ( 10 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Garefis Amy
604 ARIZONA AVE
SANTA MONICA, CA90401
EVP Chief People Officer
Signatures
/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person 09/19/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the conversion of Class B Common Stock into Class A Common Stock.
( 2 )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 (the "RSUs"). 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.
( 3 )Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
( 4 )The RSUs vest and are scheduled to settle as to 1/16 of the total shares quarterly beginning on March 15, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
( 5 )RSUs do not expire; they either vest or are canceled prior to vesting date.
( 6 )Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
( 7 )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.
( 8 )The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2023 until fully vested, with the first two vesting tranches scheduled to settle on March 15, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date.
( 9 )The RSUs vest and are scheduled to settle as to 1/16 of the total shares quarterly beginning on March 15, 2023 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
( 10 )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.

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