Sec Form 4 Filing - Liaw Eric @ ZIPRECRUITER, INC. - 2021-05-26

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 Liaw Eric 2. Issuer Name and Ticker or Trading Symbol ZIPRECRUITER, INC. [ ZIP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 604 ARIZONA AVE 3. Date of Earliest Transaction (MM/DD/YY) 05/26/2021 (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

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 Convertible Promissory Note $ 8.2909 ( 1 ) 05/26/2021 C 821,486 ( 1 ) ( 1 ) ( 2 ) Class B Common Stock ( 3 ) 821,486 $ 0 0 I See Footnote ( 4 ) Convertible Promissory Note $ 8.2909 ( 5 ) 05/26/2021 C 410,395 ( 5 ) ( 5 ) ( 2 ) Class B Common Stock ( 3 ) 410,395 $ 0 0 I See Footnote ( 6 ) Convertible Promissory Note $ 8.2909 ( 7 ) 05/26/2021 C 2,183 ( 7 ) ( 7 ) ( 2 ) Class B Common Stock ( 3 ) 2,183 $ 0 0 I See Footnote ( 8 ) Class B Common Stock ( 3 ) 05/26/2021 C 821,486 ( 3 ) ( 3 ) Class A Common Stock 821,486 $ 0 11,537,381 I See Footnote ( 4 ) Class B Common Stock ( 3 ) 05/26/2021 C 410,395 ( 3 ) ( 3 ) Class A Common Stock 410,395 $ 0 5,763,820 I See Footnote ( 6 ) Class B Common Stock ( 3 ) 05/26/2021 C 2,183 ( 3 ) ( 3 ) Class A Common Stock 2,183 $ 0 30,662 I See Footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Liaw Eric 604 ARIZONA AVE SANTA MONICA, CA90401 X Signatures /s/ Tracy Hogan, as authorized signatory for all Reporting Persons 05/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Convertible Promissory Note (the "Convertible Note A") had a principal amount of $6,656,750.00, and accrued interest at the rate of 2.5% per annum compounded annually. The Convertible Note A automatically converted 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 (May 26, 2021). ( 2 )The maturity date of each of Convertible Note A, Convertible Note B, and Convertible Note C (as defined in the footnotes to this Form 4) was the earlier to occur of (1) June 22, 2023 and (2) an event of default under such Convertible Notes. ( 3 )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. ( 4 )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. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interests therein, if any. ( 5 )The Convertible Promissory Note (the "Convertible Note B") had a principal amount of $3,325,557.52, and accrued interest at the rate of 2.5% per annum compounded annually. The Convertible Note B automatically converted 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 (May 26, 2021). ( 6 )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, the Reporting Person, 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. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interests therein, if any. ( 7 )The Convertible Promissory Note (the "Convertible Note C") had a principal amount of $17,692.48, and accrued interest at the rate of 2.5% per annum compounded annually. The Convertible Note C automatically converted 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 (May 26, 2021). ( 8 )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, the Reporting Person, 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 Executive Fund. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interests therein, if any.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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