Form 4 - Statement of changes in beneficial ownership of securities

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Garefis Amy (Last) (First) (Middle) 604 ARIZONA AVE (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 10% Owner X Officer (give title below) Other (specify below) EVP, Chief People Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/15/2024
	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	12/15/2024		C(1)		2,250	A	$0	185,886(2)	D
Class A Common Stock	12/15/2024		M		6,250	A	$0	192,136	D
Class A Common Stock	12/15/2024		M		5,238	A	$0	197,374	D
Class A Common Stock	12/15/2024		M		1,337	A	$0	198,711	D
Class A Common Stock	12/15/2024		M		4,553	A	$0	203,264	D
Class A Common Stock	12/15/2024		F(3)		10,141	D	$8.04	193,123	D
Class A Common Stock	12/16/2024		C(1)		5,500	A	$0	198,623	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	$0(4)	12/15/2024		M			2,250	(5)	(6)	Class B Common Stock	2,250	$0(4)	0	D
Restricted Stock Units	$0(7)	12/15/2024		M			6,250	(8)	(6)	Class A Common Stock	6,250	$0(7)	18,750	D
Restricted Stock Units	$0(7)	12/15/2024		M			5,238	(9)	(6)	Class A Common Stock	5,238	$0(7)	41,896	D
Restricted Stock Units	$0(7)	12/15/2024		M			1,337	(10)	(6)	Class A Common Stock	1,337	$0(7)	9,359	D
Restricted Stock Units	$0(7)	12/15/2024		M			4,553	(11)	(6)	Class A Common Stock	4,553	$0(7)	54,636	D
Class B Common Stock	$0(12)	12/15/2024		M		2,250		(12)	(12)	Class A Common Stock	2,250	$0(12)	2,250(2)	D
Class B Common Stock	$0(12)	12/15/2024		C(1)			2,250	(12)	(12)	Class A Common Stock	2,250	$0	0	D
Employee Stock Option (right to buy)	$5.53	12/16/2024		M			5,500	(13)	07/20/2028	Class B Common Stock	5,500	$0	22,533	D
Class B Common Stock	$0(12)	12/16/2024		M		5,500		(12)	(12)	Class A Common Stock	5,500	$5.53(12)	5,500	D
Class B Common Stock	$0(12)	12/16/2024		C(1)			5,500	(12)	(12)	Class A Common Stock	5,500	$0(12)	0	D

Explanation of Responses:

1. Represents the conversion of Class B Common Stock into Class A Common Stock.

2. The Reporting Person's previous Form 4 erroneously reported holdings of 14,467 shares of Class B Common Stock that are actually shares of Class A Common Stock.

3. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units (the "RSUs"). The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.

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

5. Commencing on March 24, 2021, the RSUs shall vest upon satisfaction of two conditions while the Reporting Person remains an employee or provider of services to the Issuer: (A) a time and service requirement satisfied as to 1/16 of the RSUs on each quarterly vesting date following the vesting commencement date; and (B) a liquidity event requirement satisfied on the earliest to occur of the first trading day following the expiration of the lockup period applicable to an IPO of the Issuer's equity securities pursuant to an effective registration statement, March 15 of the calendar year following the year in which an IPO occurs, or a change in control.

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

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

8. The RSUs vest and are scheduled to settle as to 1/16 of the total shares quarterly beginning on March 15, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

9. The RSUs vest and are scheduled to settle as of 1/16 of the total shares quarterly beginning on March 15, 2023 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

10. The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2023 until fully vested, with the first two vesting tranches scheduled to settle on March 15, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date.

11. The RSUs vest as to 1/16 of the total shares quarterly beginning on March 15, 2024 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

12. 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.

13. The stock option is fully vested.

Remarks:

	/s/ Ryan Sakamoto, Attorney-in-Fact for Reporting Person	12/17/2024
	** 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.

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