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).
1. Name and Address of Reporting Person*
Institutional Venture Management XIV, LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)
MENLO PARK CA 94025

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 06/15/2023 J(1) 4,248 A (1) 4,248 D(2)
Class A Common Stock 06/15/2023 J(1) 4,247 A (1) 4,247 I By Institutional Venture Management XV, LLC(3)
Class A Common Stock 1,784,475 I By Institutional Venture Partners XV,L.P.(4)
Class A Common Stock 9,495 I By Institutional Venture Partners XV Executive Fund, L.P.(5)
Class A Common Stock 1,675 D(6)
Class A Common Stock 13,991 I By Trust(7)
Class A Common Stock 1,999 I By Trust(7)
Class A Common Stock 1,999 I By Trust(7)
Class A Common Stock 1,999 I By Trust(7)
Class A Common Stock 19,988 I By Trust(8)
Class A Common Stock 6,662 I By Trust(9)
Class A Common Stock 9,994 I By Trust(10)
Class A Common Stock 9,994 I By Trust(10)
Class A Common Stock 19,988 I By Trust(11)
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
1. Name and Address of Reporting Person*
Institutional Venture Management XIV, LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Chaffee Todd C

(Last) (First) (Middle)
3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Dash Somesh

(Last) (First) (Middle)
3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FOGELSONG NORMAN A

(Last) (First) (Middle)
3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Harrick Stephen J

(Last) (First) (Middle)
3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Maltz Jules A.

(Last) (First) (Middle)
3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Miller J Sanford

(Last) (First) (Middle)
3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Phelps Dennis B

(Last) (First) (Middle)
3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Institutional Venture Management XV, LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents the receipt of shares from Eric Liaw that Mr. Liaw received pursuant to the Issuer's non-employee director compensation policy. Pursuant to a series of Director Compensation Assignment Agreements, Mr. Liaw has agreed to assign the beneficial interest in any equity awards granted to him for his service as director of the Issuer to Institutional Venture Management XIV, LLC ("IVM XIV") and Institutional Venture Management XV, LLC ("IVM XV").
2. The shares are held of record or beneficially by IVM XIV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. are the managing directors of IVM XIV and may be deemed to share voting and dispositive power over the shares held by IVM XIV. Each of Messrs. Chaffee, Fogelsong, Harrick, Maltz, Miller and Phelps disclaims beneficial ownership of the shares held by IVM XIV except to the extent of his respective pecuniary interest therein.
3. The shares are held of record or beneficially by IVM XV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller, Dennis B. Phelps, Jr., Somesh Dash and Eric Liaw are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVM XV. Each of Messrs. Chaffee, Fogelsong, Harrick, Maltz, Miller, Phelps and Dash disclaims beneficial ownership of the shares held by IVP XV except to the extent of his respective pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports.
4. The shares are held of record or beneficially by Institutional Venture Partners XV, L.P. ("IVP XV"). Institutional Venture Management XV, LLC ("IVM XV") is the general partner of IVP XV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller, Dennis B. Phelps, Jr., Somesh Dash and Eric Liaw are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV. Each of IVM XV and Messrs. Chaffee, Fogelsong, Harrick, Maltz, Miller, Phelps and Dash disclaims beneficial ownership of the shares held by IVP XV except to the extent of its or his respective pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports.
5. The shares are held of record or beneficially by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV EF"). IVM XV is the general partner of IVP XV EF. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller, Dennis B. Phelps, Jr., Somesh Dash and Eric Liaw are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV EF. Each of IVM XV and Messrs. Chaffee, Fogelsong, Harrick, Maltz, Miller, Phelps and Dash disclaims beneficial ownership of the shares held by IVP XV except to the extent of its or his respective pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports.
6. The shares are held by Somesh Dash.
7. The shares are held by a family trust, of which Mr. Fogelsong is the trustee. Mr. Fogelsong disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.
8. The shares are held by a family trust, of which Mr. Harrick is the trustee. Mr. Harrick disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.
9. The shares are held by a family trust, of which Mr. Maltz is the trustee. Mr. Maltz disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.
10. The shares are held by a family trust, of which Mr. Miller is the trustee. Mr. Miller disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.
11. The shares are held by a family trust, of which Mr. Phelps is the trustee. Mr. Phelps disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.
Remarks:
/s/ Tracy Hogan, as Attorney-in-Fact for Institutional Venture Management XIV, LLC 06/16/2023
/s/ Tracy Hogan, as Attorney-in-Fact for Todd C. Chaffee 06/16/2023
/s/ Tracy Hogan, as Attorney-in-Fact for Somesh Dash 06/16/2023
/s/ Tracy Hogan, as Attorney-in-Fact for Norman A. Fogelsong 06/16/2023
/s/ Tracy Hogan, as Attorney-in-Fact for Stephen J. Harrick 06/16/2023
/s/ Tracy Hogan, as Attorney-in-Fact for Jules A. Maltz 06/16/2023
/s/ Tracy Hogan, as Attorney-in-Fact for J. Sanford Miller 06/16/2023
/s/ Tracy Hogan, as Attorney-in-Fact for Dennis B. Phelps, Jr. 06/16/2023
/s/ Tracy Hogan, as Attorney-in-Fact for Institutional Venture Management XV, LLC 06/16/2023
** 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).
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.