Form 3 ZIPRECRUITER, INC. For: May 14 Filed by: EBERHARD RYAN

May 14, 2021 9:19 PM EDT

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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 *
EBERHARD RYAN

(Last) (First) (Middle)
604 ARIZONA AVE

(Street)
SANTA MONICA CA 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Product 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock   (1)   (1) Class A Common Stock 96,750 0 D  
Employee Stock Option (Right to Buy)   (2) 07/29/2028 Class B Common Stock 250,000 5.53 D  
Employee Stock Option (Right to Buy)   (3) 12/11/2027 Class B Common Stock 1,250 3.7 D  
Restricted Stock Units (RSU)   (4) 02/13/2026 Class B Common Stock 120,000 (5) D  
Restricted Stock Units (RSU)   (6) (7) 08/25/2026 Class B Common Stock 40,900 (5) D  
Restricted Stock Units (RSU)   (8) 03/23/2031 Class A Common Stock 10,000 (5) D  
Restricted Stock Units (RSU)   (9) (10) 03/23/2031 Class A Common Stock 114,000 (5) 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. 1/48 of the total shares underlying the option vests on August 1, 2018, and the remainder will vest as to 1/48 of the total award in monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.
3. 1/48 of the total shares underlying the option vests on August 1, 2017, and the remainder will vest as to 1/48 of the total award in monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.
4. Commencing on January 1, 2019, 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 earlier of the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and March 15, 2022.
5. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
6. Commencing on August 26, 2019, 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 over four years, with 25% of the RSUs vesting on August 26, 2020, and 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.
7. [continuation of fn6] These RSUs are subject to a liquidity event requirement which the Issuer's Board of Directors has waived in full, effective as of the earlier to occur 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. 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.
9. 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.
10. [continuation of fn9] These RSUs are subject to a liquidity event requirement which the Issuer's Board of Directors has waived in full, effective as of the earlier to occur 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.
/s/ Ryan Sakamoto, as 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 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.
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS


	KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Ryan Sakamoto, Peggy Bui, Crystal Skelton and Kasra Shafiee, and each
of them, a true and lawful attorney-in-fact to:
       
       (1)	execute for and on behalf of the undersigned, in the undersigned's
capacity as a representative of ZipRecruiter, Inc. (the "Company"), any and all
Form 3, 4 or 5 reports required to be filed by the undersigned in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and the rules thereunder with respect to transactions in securities of
the Company;
       
       (2)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4
or 5 report and timely file such report with the U.S. Securities and Exchange
Commission and any stock exchange or similar authority; and
       
       (3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in-fact on behalf of the
undersigned, pursuant to this Power of Attorney, shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in
her/his discretion.
       
       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform each and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or her/his substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted.  The undersigned acknowledges that no such attorney in-fact, in
serving in such capacity at the request of the undersigned, is hereby assuming,
nor is the Company hereby assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Exchange Act.
       
       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 3, 4 or 5 reports with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.
       
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of April 20, 2021.

/s/ Ryan Eberhard
 



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