ZipRecruiter (ZIP) Form 4 ZIPRECRUITER / Yvonne Hao 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^*

Hao Yvonne

(Last) (First) (Middle)

C/O ZIPRECRUITER, INC.

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2023

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	06/13/2023		M		11,292	A	$0.00	11,292	D

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
Restricted Stock Units	(1)	06/13/2023		M			8,281	(2)	(3)	Class A Common Stock	8,281	$0.00	0	D
Restricted Stock Units	(1)	06/13/2023		M			3,011	(4)	(3)	Class A Common Stock	3,011	$0.00	6,023	D
Restricted Stock Units	(1)	06/13/2023		A		12,422		(5)	(3)	Class A Common Stock	12,422	$0.00	12,422	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

2. The shares subject to the underlying RSUs shall vest on the earlier of (i) June 14, 2023 and (ii) the date of the Issuer's 2023 annual meeting of stockholders, subject to the Reporting Person's provision of services to the Issuer on such vesting date. Shares of the Issuer's Common Stock will be delivered to the Reporting Person following vesting.

3. RSUs do not expire; they either vest or are canceled prior to vesting date.

4. 1/3 of the shares subject to the underlying RSUs shall vest on the date of the Issuer's annual meeting of stockholders in each of 2023, 2024 and 2025, subject to the Reporting Person's provision of services to the Issuer on each such vesting date. Shares of the Issuer's Common Stock will be delivered to the Reporting Person following vesting.

5. The shares subject to the underlying RSUs shall vest on the earlier of (i) June 13, 2024 and (ii) the date of the Issuer's 2024 annual meeting of stockholders, subject to the Reporting Person's provision of services to the Issuer on such vesting date. Shares of the Issuer's Common Stock will be delivered to the Reporting Person upon settlement.

Remarks:

	/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person	06/15/2023
	** 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.