Sec Form 4 Filing - Institutional Venture Partners XIV, L.P. @ ZIPRECRUITER, INC. - 2022-11-28

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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
Institutional Venture Partners XIV, 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 BLDG. 2, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
11/28/2022
(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
Class A Common Stock 11/28/2022 J( 1 ) 3,750,000 D $ 0 0 I By Institutional Venture Partners XIV L.P.( 2 )
Class A Common Stock 11/28/2022 J( 3 ) 56,250 A $ 0 56,250 I By Institutional Venture Management XIV, LLC( 4 )
Class A Common Stock 11/28/2022 J( 5 ) 56,250 D $ 0 0 I By Institutional Venture Management XIV, LLC( 4 )
Class A Common Stock 11/28/2022 J( 6 ) 9,994 A $ 0 9,994 D( 7 )
Class A Common Stock 11/28/2022 J( 6 ) 837 A $ 0 837 D( 8 )
Class A Common Stock 11/28/2022 J( 6 ) 6,995 A $ 0 6,995 I By Trust( 9 )
Class A Common Stock 11/28/2022 J( 6 ) 1,000 A $ 0 1,000 I By Trust( 9 )
Class A Common Stock 11/28/2022 J( 6 ) 1,000 A $ 0 1,000 I By Trust( 9 )
Class A Common Stock 11/28/2022 J( 6 ) 1,000 A $ 0 1,000 I By Trust( 9 )
Class A Common Stock 11/28/2022 J( 6 ) 9,994 A $ 0 9,994 I By Trust( 10 )
Class A Common Stock 11/28/2022 J( 6 ) 3,331 A $ 0 3,331 I By Trust( 11 )
Class A Common Stock 11/28/2022 J( 6 ) 4,997 A $ 0 4,997 I By Trust( 12 )
Class A Common Stock 11/28/2022 J( 6 ) 4,997 A $ 0 4,997 I By Trust( 12 )
Class A Common Stock 11/28/2022 J( 6 ) 9,994 A $ 0 9,994 I By Trust( 13 )
Class A Common Stock 1,784,475 I By Institutional Venture Partners XV,L.P.( 14 )
Class A Common Stock 9,495 I By Institutional Venture Partners XV Executive Fund, L.P.( 15 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Institutional Venture Partners XIV, L.P.
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Institutional Venture Management XIV, LLC
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Chaffee Todd C
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Dash Somesh
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
FOGELSONG NORMAN A
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Harrick Stephen J
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Maltz Jules A.
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Miller J Sanford
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Phelps Dennis B
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Signatures
/s/ Tracy Hogan, as Attorney-in-Fact for Institutional Venture Partners XIV L.P. 11/30/2022
Signature of Reporting Person Date
/s/ Tracy Hogan, as Attorney-in-Fact for Institutional Venture Management XIV, LLC 11/30/2022
Signature of Reporting Person Date
/s/ Tracy Hogan, as Attorney-in-Fact for Todd C. Chaffee 11/30/2022
Signature of Reporting Person Date
/s/ Tracy Hogan, as Attorney-in-Fact for Somesh Dash 11/30/2022
Signature of Reporting Person Date
/s/ Tracy Hogan, as Attorney-in-Fact for Norman A. Fogelsong 11/30/2022
Signature of Reporting Person Date
/s/ Tracy Hogan, as Attorney-in-Fact for Stephen J. Harrick 11/30/2022
Signature of Reporting Person Date
/s/ Tracy Hogan, as Attorney-in-Fact for Jules A. Maltz 11/30/2022
Signature of Reporting Person Date
/s/ Tracy Hogan, as Attorney-in-Fact for J. Sanford Miller 11/30/2022
Signature of Reporting Person Date
/s/ Tracy Hogan, as Attorney-in-Fact for Dennis B. Phelps, Jr. 11/30/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Institutional Venture Partners XIV, L.P. ("IVP XIV") to its general partner and limited partners without additional consideration.
( 2 )The shares are held of record or beneficially by IVP XIV. Institutional Venture Management XIV, LLC ("IVM XIV") 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, Jr. are the managing directors of IVM XIV and may be deemed to share voting and dispositive power over the shares held by IVP XIV. Each of IVM XIV and Messrs. Chaffee, Fogelsong, Harrick, Maltz, Miller and Phelps disclaims beneficial ownership of the shares held by IVP XIV except to the extent of its or his respective pecuniary interest therein.
( 3 )Represents receipt of shares in the distribution in kind described in footnote (1).
( 4 )The shares are held of record or beneficially by IVM XIV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. are the managing directors of IVM XIV and may be deemed to share voting and dispositive power over the shares held by IVM XIV. Each of Messrs. Chaffee, Fogelsong, Harrick, Maltz, Miller and Phelps disclaims beneficial ownership of the shares held by IVM XIV except to the extent of his respective pecuniary interest therein.
( 5 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by IVM XIV to its members without additional consideration.
( 6 )Represents receipt of shares in the distribution in kind described in footnote (5).
( 7 )The shares are held by Todd C. Chaffee
( 8 )The shares are held by Somesh Dash
( 9 )The shares are held by a family trust, of which Mr. Fogelsong is the trustee. Mr. Fogelsong disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.
( 10 )The shares are held by a family trust, of which Mr. Harrick is the trustee. Mr. Harrick disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.
( 11 )The shares are held by a family trust, of which Mr. Maltz is the trustee. Mr. Maltz disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.
( 12 )The shares are held by a family trust, of which Mr. Miller is the trustee. Mr. Miller disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.
( 13 )The shares are held by a family trust, of which Mr. Phelps is the trustee. Mr. Phelps disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.
( 14 )The shares are held of record or beneficially by Institutional Venture Partners XV, L.P. ("IVP XV"). Institutional Venture Management XV, LLC ("IVM XV") is the general partner of IVP XV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller, Dennis B. Phelps, Jr., Somesh Dash and Eric Liaw are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV. Each of IVM XV and Messrs. Chaffee, Fogelsong, Harrick, Maltz, Miller, Phelps and Dash disclaims beneficial ownership of the shares held by IVP XV except to the extent of its or his respective pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports.
( 15 )The shares are held of record or beneficially by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV EF"). IVM XV is the general partner of IVP XV EF. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller, Dennis B. Phelps, Jr., Somesh Dash and Eric Liaw are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV EF. Each of IVM XV and Messrs. Chaffee, Fogelsong, Harrick, Maltz, Miller, Phelps and Dash disclaims beneficial ownership of the shares held by IVP XV except to the extent of its or his respective pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports.

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