Sec Form 4 Filing - YARBROUGH TIMOTHY G. @ ZIPRECRUITER, INC. - 2022-02-18

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 YARBROUGH TIMOTHY G. 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) Chief Financial Officer (Last) (First) (Middle) 604 ARIZONA AVE 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2022 (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 03/15/2022 M 5,500 A $ 0 76,135 D Class A Common Stock 03/15/2022 F( 1 ) 2,518 D $ 18.92 73,255 D Class A Common Stock( 2 ) 09/15/2022 M 6,250 A $ 0 106,853 D Class A Common Stock 09/15/2022 C( 3 ) 18,062 A $ 0 124,925 D Class A Common Stock 09/15/2022 F( 1 ) 12,973 D $ 19.12 111,942 D Class A Common Stock 249,917 I See footnote( 4 )

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 ( 5 ) 02/18/2022 A 5,500 ( 6 ) ( 7 ) Class A Common Stock 5,500 ( 5 ) 5,500 D Restricted Stock Units ( 5 ) 03/15/2022 M 5,500 ( 6 ) ( 7 ) Class A Common Stock 5,500 ( 5 ) 0 D Restricted Stock Units( 2 ) ( 5 ) 09/15/2022 M 6,250 ( 8 ) ( 7 ) Class A Common Stock 6,250 ( 5 ) 75,000 D Restricted Stock Units ( 5 ) 09/15/2022 M 7,500 ( 9 ) ( 7 ) Class B Common Stock 7,500 ( 5 ) 7,500 D Restricted Stock Unit ( 5 ) 09/15/2022 M 4,312 ( 10 ) ( 7 ) Class B Common Stock 4,312 ( 5 ) 21,563 D Restricted Stock Unit ( 5 ) 09/15/2022 M 6,250 ( 11 ) ( 7 ) Class B Common Stock 6,250 ( 5 ) 43,750 D Class B Common Stock ( 12 ) 09/15/2022 M 18,062 ( 12 ) ( 12 ) Class A Common Stock 18,062 ( 12 ) 18,062 D Class B Common Stock ( 12 ) 09/15/2022 C( 3 ) 18,062 ( 12 ) ( 12 ) Class A Common Stock 18,062 ( 12 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other YARBROUGH TIMOTHY G. 604 ARIZONA AVE SANTA MONICA, CA90401 Chief Financial Officer Signatures /s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person 09/19/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )This RSU was granted by the Compensation Committee of the Issuer's Board of Directors on February 18, 2022. The grant date for this RSU was inadvertently reported as December 15, 2022 in a Form 4 filed on February 14, 2022. ( 3 )Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock. ( 4 )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. ( 5 )Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. ( 6 )The RSUs are fully vested upon grant, with settlement to occur on March 15, 2022. ( 7 )RSUs do not expire; they either vest or are canceled prior to vesting date. ( 8 )The RSUs vest 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. ( 9 )The RSU vested as to 25% of the total shares on January 1, 2020, and thereafter vests as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date. ( 10 )The RSU vested as to 25% of the total shares on January 1, 2021, and the remainder will vest as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date. ( 11 )The RSU vested as to 25% of the total shares on August 25, 2021, and the remainder will vest as to 1/16 of the total award in quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date. ( 12 )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.

Remarks: The total number of shares reported in Column 5 of Table I in Forms 4 filed after December 15, 2021 do not include shares issued in connection with the vesting of 5,500 RSUs on March 15, 2022 and the related withholding of shares in connection with the payment of federal and state tax withholding obligations resulting from the vesting of such RSUs.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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