Sec Form 3 Filing - Institutional Venture Partners XV, L.P. @ ZIPRECRUITER, INC. - 2021-05-14

FORM 3 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 Institutional Venture Partners XV, L.P. 2. Issuer Name and Ticker or Trading Symbol ZIPRECRUITER, INC. [ ZIP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3000 SAND HILL ROAD, BUILDING 2, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2021 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Class B Common Stock $ 0 ( 1 ) ( 1 ) Class A Common Stock 2,317,734 D ( 2 ) Class B Common Stock $ 0 ( 1 ) ( 1 ) Class A Common Stock 4,444,441 D ( 3 ) Class B Common Stock $ 0 ( 1 ) ( 1 ) Class A Common Stock 23,645 D ( 4 ) Series A Preferred Stock $ 0 ( 5 ) ( 5 ) Class B Common Stock 11,970,128 D ( 2 ) Series B Preferred Stock $ 0 ( 6 ) ( 6 ) Class B Common Stock 2,693,459 D ( 3 ) Series B Preferred Stock $ 0 ( 6 ) ( 6 ) Class B Common Stock 14,329 D ( 4 ) Convertible Promissory Note $ 8.2909 ( 7 ) ( 7 ) ( 8 ) Class B Common Stock 821,486 ( 7 ) D ( 2 ) Convertible Promissory Note $ 8.2909 ( 9 ) ( 9 ) ( 8 ) Class B Common Stock 410,395 ( 9 ) D ( 3 ) Convertible Promissory Note $ 8.2909 ( 10 ) ( 10 ) ( 8 ) Class B Common Stock 2,183 ( 10 ) D ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Institutional Venture Partners XV, L.P. 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA94025 X Institutional Venture Partners XIV, L.P. 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA X Signatures Eric Liaw, as authorized signatory for all Reporting Issuers 05/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Represents securities held by Institutional Venture Partners XIV, L.P. ("IVP XIV"). Institutional Venture Management XIV, LLC is the general partner of IVP XIV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XIV, LLC and share voting and dispositive power over the shares held by IVP XIV. Such individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any. ( 3 )Represents securities held by Institutional Venture Partners XV, L.P. ("IVP XV"). Institutional Venture Management XV, LLC is the general partner of IVP XV. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, a director of the Issuer, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the shares held by IVP XV. Such individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any. ( 4 )Represents securities held by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV Executive Fund"). Institutional Venture Management XV, LLC is the general partner of IVP XV Executive Fund. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, a director of the Issuer, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the shares held by Institutional Venture Partners XV Executive Fund, L.P. Such individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any. ( 5 )Each share of Series A Preferred Stock will convert into Class B Common Stock on a one-for eight basis upon the effectiveness of the Issuer's registration statement on Form S-1 and has no expiration date. ( 6 )Each share of Series B Preferred Stock will convert into Class B Common Stock on a one-for-one basis upon the effectiveness of the Issuer's registration statement on Form S-1 and has no expiration date. ( 7 )The Convertible Promissory Note (the "Convertible Note") has a principal amount of $6,656,750.00, and accrues interest at the rate of 2.5% per annum compounded annually. Assuming a conversion price of $8.2909 per share (which is the maximum conversion price at which the Convertible Note is convertible by its terms), the Convertible Note will automatically convert into 821,486 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange, currently expected to be May 26th. ( 8 )The maturity date of the Convertible Note is the earlier to occur of (1) June 22, 2023 and (2) an event of default under the Convertible Note. ( 9 )The Convertible Note has a principal amount of $3,325,557.52, and accrues interest at the rate of 2.5% per annum compounded annually. Assuming a conversion price of $8.2909 per share (which is the maximum conversion price at which the Convertible Note is convertible by its terms), the Convertible Note will automatically convert into 410,395 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange, currently expected to be May 26th. ( 10 )The Convertible Note has a principal amount of $17,692.48, and accrues interest at the rate of 2.5% per annum compounded annually. Assuming a conversion price of $8.2909 per share (which is the maximum conversion price at which the Convertible Note is convertible by its terms), the Convertible Note will automatically convert into 2,183 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange, currently expected to be May 26th.

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