| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ZIPRECRUITER, INC. [ ZIP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/14/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A Preferred Stock | (1) | 05/14/2021 | C | 1,496,266 | (1) | (1) | Class B Common Stock(2) | 11,970,128 | $0.00 | 0 | I | See footnote(3) | |||
| Class B Common Stock | (2) | 05/14/2021 | C | 11,970,128 | (2) | (2) | Class A Common Stock | 11,970,128 | $0.00 | 14,287,862 | I | See footnote(3) | |||
| Series B Preferred Stock | (4) | 05/14/2021 | C | 2,693,459 | (4) | (4) | Class B Common Stock(2) | 2,693,459 | $0.00 | 0 | I | See footnote(5) | |||
| Class B Common Stock | (2) | 05/14/2021 | C | 2,693,459 | (2) | (2) | Class A Common Stock | 2,693,459 | $0.00 | 7,137,900 | I | See footnote(5) | |||
| Series B Preferred Stock | (4) | 05/14/2021 | C | 14,329 | (4) | (4) | Class B Common Stock(2) | 14,329 | $0.00 | 0 | I | See footnote(6) | |||
| Class B Common Stock | (2) | 05/14/2021 | C | 14,329 | (2) | (2) | Class A Common Stock | 14,329 | $0.00 | 37,974 | I | See footnote(6) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of the Series A Preferred Stock automatically converted into Class B Common Stock on a one-for-eight basis on the effectiveness of the Issuer's registration statement on Form S-1 and had no expiration date. |
| 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. Represents securities held by Institutional Venture Partners XIV, L.P. ("IVP XIV"). Institutional Venture Management XIV, LLC 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 are the managing directors of Institutional Venture Management XIV, LLC and share voting and dispositive power over the shares held by IVP XIV. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. |
| 4. Each share of the Series B Preferred Stock automatically converted into Class B Common Stock on a one-for-one basis on the effectiveness of the Issuer's registration statement on Form S-1 and had no expiration date. |
| 5. Represents securities held by Institutional Venture Partners XV, L.P. ("IVP XV"). Institutional Venture Management XV, LLC is the general partner of IVP XV. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, the Reporting Person, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the shares held by IVP XV. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. |
| 6. Represents securities held by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV Executive Fund"). Institutional Venture Management XV, LLC is the general partner of IVP XV Executive Fund. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, the Reporting Person, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the shares held by IVP XV Executive Fund. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. |
| Remarks: |
| /s/ Eric Liaw | 05/18/2021 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
