Form 3 ZIPRECRUITER, INC. For: May 14 Filed by: SIEGEL IAN H.

May 14, 2021 9:30 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 *
SIEGEL IAN H.

(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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
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.
/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 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.
POWER OF ATTORNEY

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 21, 2021.


		
							/s/ Ian H. Siegel

 



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