Institutional Venture Partners XIV Form 4 Change in insider ownership

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

BUILDING 2, SUITE 250

(Street)

MENLO PARK CA

(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)
05/17/2021

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	05/17/2021		C(1)		2,143,180	A	$0.00(2)	2,143,180	D(3)
Class A Common Stock	05/17/2021		C(1)		1,070,685	A	$0.00(2)	1,070,685	D(4)
Class A Common Stock	05/17/2021		C(1)		5,697	A	$0.00(2)	5,697	D(5)

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	(2)	05/17/2021		C(1)			2,143,180	(2)	(2)	Class A Common Stock	2,143,180	$0.00	12,144,682	D(3)
Class B Common Stock	(2)	05/17/2021		C(1)			1,070,685	(2)	(2)	Class A Common Stock	1,070,685	$0.00	6,067,215	D(4)
Class B Common Stock	(2)	05/17/2021		C(1)			5,697	(2)	(2)	Class A Common Stock	5,697	$0.00	32,277	D(5)

1. Name and Address of Reporting Person^*

Institutional Venture Partners XIV, L.P.

(Last) (First) (Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK CA

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Partners XV Executive Fund, L.P.

(Last) (First) (Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Represents the conversion of Class B Common Stock held of record by the Reporting Person into Class A Common Stock.

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. Such individuals disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein, if any.

4. 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, Eric Liaw, a director of the Issuer, 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. Such individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any.

5. 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, Eric Liaw, a director of the Issuer, 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. Such individuals disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein, if any.

Remarks:

	/s/ Terry Hogan, as Attorney-in-Fact for all Reporting Persons	05/19/2021
	** Signature of Reporting Person	Date
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