SEC FORM 4

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

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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).

1. Name and Address of Reporting Person^*

Liaw Eric

(Last)

(First)

(Middle)

604 ARIZONA AVE

(Street)

SANTA MONICA

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note	$8.2909⁽¹⁾	05/26/2021		C			821,486⁽¹⁾	⁽¹⁾	⁽²⁾	Class B Common Stock⁽³⁾	821,486	$0.00	0	I	See Footnote⁽⁴⁾
Convertible Promissory Note	$8.2909⁽⁵⁾	05/26/2021		C			410,395⁽⁵⁾	⁽⁵⁾	⁽²⁾	Class B Common Stock⁽³⁾	410,395	$0.00	0	I	See Footnote⁽⁶⁾
Convertible Promissory Note	$8.2909⁽⁷⁾	05/26/2021		C			2,183⁽⁷⁾	⁽⁷⁾	⁽²⁾	Class B Common Stock⁽³⁾	2,183	$0.00	0	I	See Footnote⁽⁸⁾
Class B Common Stock	⁽³⁾	05/26/2021		C		821,486		⁽³⁾	⁽³⁾	Class A Common Stock	821,486	$0.00	11,537,381	I	See Footnote⁽⁴⁾
Class B Common Stock	⁽³⁾	05/26/2021		C		410,395		⁽³⁾	⁽³⁾	Class A Common Stock	410,395	$0.00	5,763,820	I	See Footnote⁽⁶⁾
Class B Common Stock	⁽³⁾	05/26/2021		C		2,183		⁽³⁾	⁽³⁾	Class A Common Stock	2,183	$0.00	30,662	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. The Convertible Promissory Note (the "Convertible Note A") had a principal amount of $6,656,750.00, and accrued interest at the rate of 2.5% per annum compounded annually. The Convertible Note A automatically converted into 821,486 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange (May 26, 2021).

2. The maturity date of each of Convertible Note A, Convertible Note B, and Convertible Note C (as defined in the footnotes to this Form 4) was the earlier to occur of (1) June 22, 2023 and (2) an event of default under such Convertible Notes.

3. 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.

4. Represents securities held by Institutional Venture Partners XIV, L.P. ("IVP XIV"). Institutional Venture Management XIV, LLC is the general partner of IVP XIV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XIV, LLC and share voting and dispositive power over the shares held by IVP XIV. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interests therein, if any.

5. The Convertible Promissory Note (the "Convertible Note B") had a principal amount of $3,325,557.52, and accrued interest at the rate of 2.5% per annum compounded annually. The Convertible Note B automatically converted into 410,395 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange (May 26, 2021).

6. Represents securities held by Institutional Venture Partners XV, L.P. ("IVP XV"). Institutional Venture Management XV, LLC is the general partner of IVP XV. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, the Reporting Person, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the shares held by IVP XV. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interests therein, if any.

7. The Convertible Promissory Note (the "Convertible Note C") had a principal amount of $17,692.48, and accrued interest at the rate of 2.5% per annum compounded annually. The Convertible Note C automatically converted into 2,183 shares of Class B Common Stock immediately following the first trading day of the Issuer's Class A Common Stock on the New York Stock Exchange (May 26, 2021).

8. Represents securities held by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV Executive Fund"). Institutional Venture Management XV, LLC is the general partner of IVP XV Executive Fund. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, the Reporting Person, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the shares held by IVP XV Executive Fund. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interests therein, if any.

Remarks:

	/s/ Tracy Hogan, as authorized signatory for all Reporting Persons	05/28/2021
	** 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).
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