Ian H. Siegel Form 3 ZIPRECRUITER / IAN H. SIEGEL ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SIEGEL IAN H.

(Last)

(First)

(Middle)

604 ARIZONA AVE

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2021

3. Issuer Name and Ticker or Trading Symbol
ZIPRECRUITER, INC. [ ZIP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	14,129,486	⁽¹⁾	I	See Footnote⁽²⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	105,532	⁽¹⁾	I	See Footnote⁽³⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	55,626	⁽¹⁾	I	See Footnote⁽⁴⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	84,426	⁽¹⁾	I	See Footnote⁽⁵⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	42,213	⁽¹⁾	I	See Footnote⁽⁶⁾
Restricted Stock Units (RSU)	⁽⁷⁾	03/23/2031	Class B Common Stock	40,000	⁽⁸⁾	D
Restricted Stock Units (RSU)	⁽⁹⁾⁽¹⁰⁾	04/19/2031	Class B Common Stock	1,398,000	⁽⁸⁾	D

Explanation of Responses:

1. 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.

2. Represents shares are held by the Siegel Family Trust, of which the Reporting Person and Rochelle Siegel are co-trustees.

3. Represents shares held by The Siegel Community Property Trust, Dated April 27, 1995, As Amended, of which Michael Siegel and Sheila Siegel are co-trustees. The Reporting Person has voting, but not dispositive, power over such shares.

4. Represents shares held by Robert Eugene Tortorete. The Reporting Person has voting, but not dispositive, power over such shares and disclaims beneficial ownership of such shares.

5. Represents shares held by Ruth Tortorete. The Reporting Person has voting, but not dispositive, power over such shares and disclaims beneficial ownership of such shares.

6. Represents shares held by Matthew Siegel. The Reporting Person has voting, but not dispositive, power over such shares and disclaims beneficial ownership of such shares.

7. The RSUs shall 100% vest upon the earliest to occur of (a) first trading day following the expiration of the lockup period applicable to the IPO of the Issuer's equity securities pursuant to an effective registration statement, (b) March 15 of the calendar year following the year in which an IPO occurs or (c) a change of control, provided that the Reporting Person remains an employee or provider of service to the Issuer at such time. The Issuer's Board of Directors has waived the foregoing vesting requirement such that the RSUs shall vest in full effective as of the earlier of (a) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (b) March 15, 2022.

8. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.

9. The RSUs are subject to milestone vesting as follows: (a) If the Liquid Price Per Share is at least 2.7 times the Reference Price, 20% of the RSUs subject to this award will vest. Minimum Service period is through first anniversary of grant date; (b) If the Liquid Price Per Share is at least 3.3 times the Reference Price, 20% of the RSUs subject to this award will vest. Minimum Service period is through second anniversary of grant date; (c) If the Liquid Price Per Share is at least 4.1 times the Reference Price, 20% of the RSUs subject to this award will vest. Minimum Service period is through third anniversary of grant date; (d) If the Liquid Price Per Share is at least 5.1 times the Reference Price, 20% of the RSUs subject to this award will vest. Minimum Service period is through fourth anniversary of grant date; and (e) If the Liquid Price Per Share is at least 6.3 times the Reference Price, 20% of the RSUs subject to this award will vest.

10. [continuation of fn 9] Minimum Service period is through fifth anniversary of grant date. For purposes of the RSUs, "Liquid Price Per Share" means a price per share achieved for the Issuer's Class A Common Stock in a Change in Control or following an IPO (which includes a direct listing of the Issuer's Class A Common Stock), and the Reference Price will be deemed to be $25.04 per share.

Remarks:

	/s/ Ryan Sakamoto, Attorney-in-Fact	05/14/2021
	** 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 5 (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.

Ian H. Siegel Form 3ZIPRECRUITER / IAN H. SIEGEL ownership change