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*
SIEGEL IAN H.
(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive 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 24,500 A $0.00 17,952(1) D
Class A Common Stock 03/15/2022 F4(2) 8,473 D $18.92 17,952(1) D
Class A Common Stock 06/01/2021 S4 10,000 D $22 15,626 I By Robert Eugene Tortorete(3)
Class A Common Stock 06/01/2021 S4 44,426 D $21.5805(4) 0 I By Ruth Tortorete(3)
Class A Common Stock 616,289 I See footnote(5)
Class A Common Stock 42,213 I By Matthew Siegel(3)
Class A Common Stock 105,532 I See footnote(6)
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(7) 02/18/2022 4A 24,500 (8) (9) Class A Common Stock 24,500 $0.00 0 D
Restricted Stock Units $0.00(7) 03/15/2022 4M 24,500 (8) (9) Class A Common Stock 24,500 $0.00 0 D
Explanation of Responses:
1. Includes 1,925 shares of Class A Common Stock issued pursuant to the Issuer's employee stock purchase plan on February 14, 2022.
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. The Reporting Person has voting, but not dispositive, power over such shares and disclaims beneficial ownership of such shares.
4. Represents the weighted average sale price. The lowest price at which shares were sold was $21.50 and the highest price at which shares were sold was $21.62. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein.
5. Represents shares held by the Siegel Family Trust, of which the Reporting Person and Rochelle Siegel are co-trustees.
6. 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.
7. 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.
8. The RSUs were fully vested on February 18, 2022. Shares of Class A Common Stock were issued to the Reporting Person upon settlement of the RSUs on March 15, 2022.
9. RSUs do not expire; they either vest or are canceled prior to the vesting 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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