Eric Liaw Form 4 ZIPRECRUITER / Eric Liaw 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^*

Liaw Eric

(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)
06/11/2024

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	06/11/2024		M		12,422	A	$0	12,422	D
Class A Common Stock								1,784,475	I	By Institutional Venture Partners XV, L.P.(1)
Class A Common Stock								9,495	I	By Institutional Venture Partners XV Executive Fund, L.P.(2)
Class A Common Stock								13,682	I	By Trust(3)
Class A Common Stock								4,248	I	By Institutional Venture Management XIV LLC(4)
Class A Common Stock								4,247	I	By Institutional Venture Management XV LLC(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
Restricted Stock Units	(6)	06/11/2024		M			12,422	(7)	(8)	Class A Common Stock	12,422	$0	0	D
Restricted Stock Units	(6)	06/11/2024		A		20,429		(9)	(8)	Class A Common Stock	20,429	$0	20,429	D

Explanation of Responses:

1. Represents securities held by Institutional Venture Partners XV, L.P. ("IVP XV"). Institutional Venture Management XV, LLC ("IVM XV") is the general partner of IVP XV. The Reporting Person is a managing director of IVM XV and shares 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.

2. Represents securities held by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV Executive Fund"). IVM XV is the general partner of IVP XV Executive Fund. The Reporting Person is a managing director of IVM XV and shares 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.

3. Represents securities held by a family trust, of which the Reporting Person is the trustee.

4. Represents securities held by Institutional Venture Management XIV, LLC ("IVM XIV"). The Reporting Person is a managing director of IVM XIV and shares voting and dispositive power over the shares held by IVM XIV. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.

5. Represents securities held by IVM XV. The Reporting Person is a managing director of IVM XV and shares voting and dispositive power over the shares held by IVM XV. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

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

7. 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.

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

9. The shares subject to the underlying RSUs shall vest on the earlier of (i) June 11, 2025 and (ii) the date of the Issuer's 2025 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.

	/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person	06/12/2024
	** 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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