SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
SAIFEE QASIM
(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)
Chief Operating Officer
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2022
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Class A Common Stock 03/15/2022 M4 11,000 A $0.00 397,473(1) D
Class A Common Stock 03/15/2022 F4(2) 4,504 D $18.92 397,473(1) D
Class A Common Stock 12/15/2021 M4 6,250 A $0.00 397,473(1) D
Class A Common Stock 12/15/2021 C4 29,594 A $0.00 397,473(1) D
Class A Common Stock 12/15/2021 F4(2) 17,773 D $24.64 397,473(1) 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0.00(3) 02/18/2022 4A 11,000 (4) (5) Class A Common Stock 11,000 $0.00 0 D
Restricted Stock Units $0.00(3) 03/15/2022 4M 11,000 (4) (5) Class A Common Stock 11,000 $0.00 0 D
Restricted Stock Units $0.00(3) 10/04/2021 4A 100,000 (6) (5) Class A Common Stock 100,000 $0.00 68,750 D
Restricted Stock Units $0.00(3) 12/15/2021 4M 6,250 (6) (5) Class A Common Stock 6,250 $0.00 68,750 D
Restricted Stock Units $0.00(7) 12/15/2021 4M 7,094 (8) (5) Class B Common Stock 7,094 $0.00 28,375 D
Restricted Stock Units $0.00(7) 12/15/2021 4M 7,813 (9) (5) Class B Common Stock 7,813 $0.00 0 D
Restricted Stock Units $0.00(7) 12/15/2021 4M 5,000 (10) (5) Class B Common Stock 5,000 $0.00 5,000 D
Restricted Stock Units $0.00(7) 12/15/2021 4M 9,687 (11) (5) Class B Common Stock 9,687 $0.00 77,500 D
Class B Common Stock $0.00(12) 12/15/2021 4C 29,594 (12) (12) Class A Common Stock 29,594 $0.00 0 D
Class B Common Stock $0.00(12) 12/15/2021 4C 29,594 (12) (12) Class A Common 29,594 $0.00 0 D
Explanation of Responses:
1. Includes 1,925 shares of Class A common stock acquired by the Reporting Person on February 14, 2022 pursuant to the Issuer's employee stock purchase plan.
2. 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 ("RSUs"). The Reporting Person did not sell or otherwise dispose of any of the shares reported in this form for any reason other than to cover required taxes.
3. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration.
4. The RSUs were fully vested on February 18, 2022. Shares of Class A Common Stock ware issued to the Reporting Person upon settlement of the RSUs on March 15, 2022.
5. RSUs do not expire; they either vest or are canceled prior to the vesting date.
6. The RSUs vest as to 1/16 of the total shares quarterly beginning on December 15, 2021 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
7. Each RSU represents a right to receive one share of the Issuer's Class B Common Stock at the time of settlement for no consideration.
8. Commencing on January 1, 2021, the RSUs shall vest upon satisfaction of two conditions while the recipient 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. The Issuer's Board of Directors has waived the liquidity event requirement condition effective as of the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange.
9. Commencing on January 1, 2020, the RSUs shall vest upon satisfaction of two conditions while the recipient 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. The Issuer's Board of Directors has waived the liquidity event requirement condition effective as of the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange.
10. Commencing on May 7, 2020, the RSUs shall vest upon satisfaction of two conditions while the recipient 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. The Issuer's Board of Directors has waived the liquidity event requirement condition effective as of the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange.
11. Commencing on March 24, 2021, the RSUs shall vest upon satisfaction of two conditions while the recipient 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. The Issuer's Board of Directors has waived the liquidity event requirement condition effective as of the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange.
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.
Remarks:
/s/ Ryan Sakamoto, as Attorney-in-Fact 02/14/2023
** 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).
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