ZipRecruiter (ZIP) Form 4 ZIPRECRUITER / JOSEPH EDMONDS 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^*

EDMONDS JOSEPH

(Last) (First) (Middle)

604 ARIZONA AVENUE

(Street)

SANTA MONICA CA 90401

(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)
11/16/2021

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

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

X	Form filed by One Reporting Person
	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	11/16/2021		G(1)	V	31,000	D	$0.00	9,022,007	D
Class A Common Stock	11/16/2021		G(2)	V	61,000	D	$0.00	8,961,007	D
Class A Common Stock	11/16/2021		G(2)	V	61,000	A	$0.00	61,000	I	By The Smith-Edmonds Family Foundation
Class A Common Stock	11/19/2021		S(3)		40,262	D	$32.04(4)	8,920,745	D
Class A Common Stock	11/19/2021		S(3)		40,262	D	$31.349(5)	20,738	I	By The Smith-Edmonds Family Foundation
Class A Common Stock	11/23/2021		S(3)		1,500	D	$30.035(6)	8,919,245	D
Class A Common Stock								10,000	I	Stacey Martin, as Custodian for Wyatt Martin(7)
Class A Common Stock								12,800	I	By Sun Nam Smith(7)
Class A Common Stock								16,000	I	Nancy Edmonds(7)
Class A Common Stock								12,800	I	Mon Agranat(7)
Class A Common Stock								12,800	I	Lynn Edmonds(7)
Class A Common Stock								16,000	I	Linda Smith(7)
Class A Common Stock								12,800	I	Julie Smith(7)
Class A Common Stock								16,000	I	David Smith(7)
Class A Common Stock								12,800	I	Betheda Edmonds(7)
Class A Common Stock								16,000	I	Baird Edmonds(7)

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

Explanation of Responses:

1. On November 16, 2021, the Reporting Person contributed 31,000 shares of the Issuer's Class A Common Stock to a GS Philanthropy Fund, a public charity, of which the Reporting Person disclaims any and all beneficial ownership.

2. On November 16, 2021, the Reporting Person contributed 61,000 shares of the Issuer's Class A Common Stock to The Smith-Edmonds Family Foundation (the "Foundation"), of which the Reporting Person and his partner have shared voting and dispositive power. The Reporting Person continues to report beneficial ownership of all of the Issuer's Class A Common Stock held by the Foundation but disclaims beneficial ownership except to the extent of his and his partner's pecuniary interest therein.

3. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.575 to $32.455 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.11 to $31.575 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.095 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The Reporting Person has voting, but not dispositive, power over such shares and disclaims beneficial ownership of such shares.

Remarks:

	/s/ Ryan Sakamoto, as Attorney-in-Fact for Reporting Person	11/23/2021
	** 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).
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