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 Management XIV, LLC

(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)
09/10/2024

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	09/10/2024		J(1)		6,211	A	(1)	10,459	D(2)
Class A Common Stock	09/10/2024		J(1)		6,211	A	(1)	10,458	I	By Institutional Venture Management XV, LLC(3)
Class A Common Stock								1,784,475	I	By Institutional Venture Partners XV, L.P.(4)
Class A Common Stock								9,495	I	By Institutional Venture Partners XV Executive Fund, L.P.(5)
Class A Common Stock								114,181	I	By Trust(6)
Class A Common Stock								16,311	I	By Trust(6)
Class A Common Stock								16,311	I	By Trust(6)
Class A Common Stock								16,311	I	By Trust(6)
Class A Common Stock								163,114	I	By Trust(7)
Class A Common Stock								54,369	I	By Trust(8)
Class A Common Stock								5,811	I	By Trust(9)
Class A Common Stock								163,114	I	By Trust(10)

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

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^*

Institutional Venture Management XV, 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^*

FOGELSONG NORMAN A

(Last) (First) (Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

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)

C/O INSTITUTIONAL VENTURE PARTNERS

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. Represents the receipt of shares from Eric Liaw that Mr. Liaw received pursuant to the Issuer's non-employee director compensation policy. Pursuant to a series of Director Compensation Assignment Agreements, Mr. Liaw has agreed to assign the beneficial interest in any equity awards granted to him for his service as director of the Issuer to Institutional Venture Management XIV, LLC ("IVM XIV") and Institutional Venture Management XV, LLC ("IVM XV").

2. 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.

3. 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 and Dennis B.Phelps, Jr. are 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 and Phelps disclaims beneficial ownership of the shares held by IVP XV except to the extent of his respective pecuniary interest therein.

4. The shares are held of record or beneficially by Institutional Venture Partners XV, L.P. ("IVP XV"). IVM XV is the general partner of IVP XV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. are 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 and Phelps disclaims beneficial ownership of the shares held by IVP XV except to the extent of its or his respective pecuniary interest therein.

5. 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 and Dennis B. Phelps, Jr. are 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 and Phelps disclaims beneficial ownership of the shares held by IVP XV except to the extent of its or his respective pecuniary interest therein.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

	Institutional Venture Management XIV, LLC, By /s/ Leslie Stolper, Authorized Signatory	09/12/2024
	Institutional Venture Management XV, LLC, By /s/ Leslie Stolper, Authorized Signatory	09/12/2024
	Todd C. Chaffee, By /s/ Christopher Esqueda, Attorney-in-Fact	09/12/2024
	Norman A.Fogelsong, By /s/ Christopher Esqueda, Attorney-in-Fact	09/12/2024
	Stephen J. Harrick, By /s/ Christopher Esqueda, Attorney-in-Fact	09/12/2024
	Jules A. Maltz, By /s/ Christopher Esqueda, Attorney-in-Fact	09/12/2024
	J. Sanford Miller, By /s/ Christopher Esqueda, Attorney-in-Fact	09/12/2024
	Dennis B. Phelps, Jr., By /s/ Christopher Esqueda, Attorney-in-Fact	09/12/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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