Sec Form 4 Filing - SAKAMOTO RYAN T. @ 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 SAKAMOTO RYAN T. 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) General Counsel and Secretary (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 Class A Common Stock 05/26/2021 C( 1 ) 91,314 A $ 0 ( 2 ) 291,314 D Class A Common Stock 05/26/2021 S 76,314 D $ 20 215,000 D Class A Common Stock 05/26/2021 S 15,000 D $ 21 200,000 D Class A Common Stock 05/26/2021 S 20,000 D $ 20 48,000 I See footnote ( 3 )

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. Owners hip 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 ( 4 ) 05/26/2021 M 67,500 ( 5 ) 02/13/2026 Class B Common Stock 67,500 ( 4 ) 52,500 D Restricted Stock Units ( 4 ) 05/26/2021 M 2,250 ( 6 ) 03/23/2031 Class B Common Stock 2,250 ( 4 ) 33,750 D Restricted Stock Units ( 4 ) 05/26/2021 M 14,375 ( 7 ) 02/27/2027 Class B Common Stock 14,375 ( 4 ) 31,625 D Employee Stock Option (right to buy) $ 0.98 05/26/2021 M 15,000 ( 8 ) 12/07/2026 Class B Common Stock 15,000 $ 0 57,000 D Class B Common Stock ( 2 ) 05/26/2021 M 99,125 ( 2 ) ( 2 ) Class A Common Stock 99,125 ( 2 ) 99,125 D Class B Common Stock ( 2 ) 05/26/2021 C( 1 ) 91,314 ( 2 ) ( 2 ) Class A Common Stock 91,314 ( 2 ) 7,811 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SAKAMOTO RYAN T. 604 ARIZONA AVE SANTA MONICA, CA90401 General Counsel and Secretary Signatures /s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person 05/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock. ( 2 )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. ( 3 )The reported shares are held by the Sakamoto Living Trust dated 1/5/15, of which the Reporting Person is trustee and beneficiary. ( 4 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. ( 5 )Commencing on February 14, 2020, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person 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. The Issuer's Board of Directors has waived the liquidity event requirement condition effective as of the earlier of the first day of trading of the Issuer's Class A Common Stock on the (i) New York Stock Exchange and (ii) March 15, 2022. ( 6 )Commencing on March 24, 2021, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person 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. The Issuer's Board of Directors has waived the Liquidity Event Requirement condition effective as of the earlier of (i) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (ii) March 15, 2022. ( 7 )Commencing on February 28, 2021, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person 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. The Issuer's Board of Directors has waived the liquidity event requirement condition effective as of the earlier of (i) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (ii) March 15, 2022. ( 8 )The stock option is fully vested.

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