J Sanford Miller Form 4 ZIPRECRUITER / NORMAN A FOGELSONG ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Institutional Venture Partners XIV, L.P.

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	08/30/2023		C		3,800,000	A	$0.00(1)	3,800,000	D(2)
Class A Common Stock	08/30/2023		J(3)		3,800,000	D	$0.00	0	D(2)
Class A Common Stock	08/30/2023		J(4)		805,600	A	$0.00	809,848	I	By Institutional Venture Management XIV, LLC(5)
Class A Common Stock	08/30/2023		J(6)		805,600	D	$0.00	4,248	I	By Institutional Venture Management XIV, LLC(5)
Class A Common Stock	08/30/2023		J(7)		143,126	A	$0.00	143,126	D(8)
Class A Common Stock	08/30/2023		J(7)		12,007	A	$0.00	13,682	D(9)
Class A Common Stock	08/30/2023		J(7)		100,190	A	$0.00	114,181	I	By Trust(10)
Class A Common Stock	08/30/2023		J(7)		14,312	A	$0.00	16,311	I	By Trust(10)
Class A Common Stock	08/30/2023		J(7)		14,312	A	$0.00	16,311	I	By Trust(10)
Class A Common Stock	08/30/2023		J(7)		14,312	A	$0.00	16,311	I	By Trust(10)
Class A Common Stock	08/30/2023		J(7)		143,126	A	$0.00	163,114	I	By Trust(11)
Class A Common Stock	08/30/2023		J(7)		47,707	A	$0.00	54,369	I	By Trust(12)
Class A Common Stock	08/30/2023		J(7)		71,563	A	$0.00	81,557	I	By Trust(13)
Class A Common Stock	08/30/2023		J(7)		71,563	A	$0.00	81,557	I	By Trust(13)
Class A Common Stock	08/30/2023		J(7)		143,126	A	$0.00	163,114	I	By Trust(14)
Class A Common Stock								1,784,475	I	By Institutional Venture Partners XV,L.P.(15)
Class A Common Stock								9,495	I	By Institutional Venture Partners XV Executive Fund, L.P.(16)
Class A Common Stock								4,247	I	By Institutional Venture Management XV, LLC(17)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	(1)	08/30/2023		C			3,800,000	(18)	(18)	Class A Common Stock	3,800,000	$0.00(18)	3,809,348	D(2)
Class B Common Stock	(18)							(18)	(18)	Class A Common Stock	5,763,820		5,763,820	I	By Institutional Venture Partners XV,L.P.(15)
Class B Common Stock	(18)							(18)	(18)	Class A Common Stock	30,662		30,662	I	By Institutional Venture Partners XV Executive Fund, L.P.(16)

1. Name and Address of Reporting Person^*

Institutional Venture Partners XIV, L.P.

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Management XIV, LLC

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chaffee Todd C

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dash Somesh

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FOGELSONG NORMAN A

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Harrick Stephen J

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Maltz Jules A.

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Miller J Sanford

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Phelps Dennis B

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. These shares of Class B common stock were converted on a one-for-one basis into Class A common stock for no additional consideration.

2. The shares are held of record or beneficially by Institutional Venture Partners XIV, L.P. ("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 a pro rata, in-kind distribution, and not a purchase or sale of securities, by IVP XIV to its general partner and limited partners without additional consideration.

4. Represents receipt of shares in the distribution in kind described in footnote (3).

5. 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.

6. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by IVM XIV to its members without additional consideration.

7. Represents receipt of shares in the distribution in kind described in footnote (6).

8. The shares are held by Todd C. Chaffee.

9. The shares are held by Somesh Dash.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. The shares are held of record or beneficially by IVM 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 IVM XV. Each of Messrs. Chaffee, Fogelsong, Harrick, Maltz, Miller, Phelps and Dash disclaims beneficial ownership of the shares held by IVM XV except to the extent of his respective pecuniary interest therein.

18. 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:

	/s/ Tracy Hogan, as Attorney-in-Fact for Institutional Venture Partners XIV L.P.	09/01/2023
	/s/ Tracy Hogan, as Attorney-in-Fact for Institutional Venture Management XIV, LLC	09/01/2023
	/s/ Tracy Hogan, as Attorney-in-Fact for Todd C. Chaffee	09/01/2023
	/s/ Tracy Hogan, as Attorney-in-Fact for Somesh Dash	09/01/2023
	/s/ Tracy Hogan, as Attorney-in-Fact for Norman A. Fogelsong	09/01/2023
	/s/ Tracy Hogan, as Attorney-in-Fact for Stephen J. Harrick	09/01/2023
	/s/ Tracy Hogan, as Attorney-in-Fact for Jules A. Maltz	09/01/2023
	/s/ Tracy Hogan, as Attorney-in-Fact for J. Sanford Miller	09/01/2023
	/s/ Tracy Hogan, as Attorney-in-Fact for Dennis B. Phelps, Jr.	09/01/2023
	** Signature of Reporting Person	Date
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