Sec Form 4 Filing - Institutional Venture Management XIV, LLC @ ZIPRECRUITER, INC. - 2025-03-10

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Institutional Venture Management XIV, LLC
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)
(Last) (First) (Middle)
3000 SAND HILL ROAD BLDG. 2, SUITE 250,
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2025
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/10/2025 C 3,809,348 A 3,809,348 I By Institutional Venture Partners XIV L.P. ( 2 )
Class A Common Stock 03/10/2025 C 5,763,820 A 7,554,506 I By Institutional Venture Partners XV, L.P. ( 3 )
Class A Common Stock 03/10/2025 C 30,662 A 40,157 I By Institutional Venture Partners XV Executive Fund, L.P. ( 4 )
Class A Common Stock 10,459 I By Institutional Venture Management XIV, LLC ( 5 )
Class A Common Stock 4,247 I By Institutional Venture Management XV, LLC ( 6 )
Class A Common Stock 13,682 D ( 7 )
Class A Common Stock 114,181 I By Trust ( 8 )
Class A Common Stock 16,311 I By Trust ( 8 )
Class A Common Stock 16,311 I By Trust ( 8 )
Class A Common Stock 16,311 I By Trust ( 8 )
Class A Common Stock 163,114 I By Trust ( 9 )
Class A Common Stock 13,682 I By Trust ( 10 )
Class A Common Stock 54,369 I By Trust ( 11 )
Class A Common Stock 5,811 I By Trust ( 12 )
Class A Common Stock 163,114 I By Trust ( 13 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Class B Common Stock ( 1 ) 03/10/2025 C 3,809,348 ( 14 ) ( 14 ) Class A Common Stock 3,809,348 ( 14 ) 0 I By Institutional Venture Partners XIV L.P. ( 2 )
Class B Common Stock ( 1 ) 03/10/2025 C 5,763,820 ( 14 ) ( 14 ) Class A Common Stock 5,763,820 ( 14 ) 0 I By Institutional Venture Partners XV, L.P. ( 3 )
Class B Common Stock ( 1 ) 03/10/2025 C 30,662 ( 14 ) ( 14 ) Class A Common Stock 30,662 ( 14 ) 0 I By Institutional Venture Partners XV Executive Fund, L.P. ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Institutional Venture Management XIV, LLC
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Institutional Venture Partners XIV, L.P.
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Chaffee Todd C
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Dash Somesh
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
FOGELSONG NORMAN A
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Harrick Stephen J
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Liaw Eric
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD BLDG. 2, SUITE 250
LOS ANGELES, CA90094
X
Maltz Jules A.
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Miller J Sanford
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Phelps Dennis B
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Signatures
Institutional Venture Management XIV, LLC, By /s/ Leslie Stolper, Authorized Signatory 03/12/2025
Signature of Reporting Person Date
Institutional Venture Partners XIV L.P., By Institutional Venture Management XIV, LLC, its General Partner, By /s/ Leslie Stolper, Authorized Signatory 03/12/2025
Signature of Reporting Person Date
Todd C. Chaffee, By /s/ Leslie Stolper, Attorney-in-Fact 03/12/2025
Signature of Reporting Person Date
Somesh Dash, By /s/ Leslie Stolper, Attorney-in-Fact 03/12/2025
Signature of Reporting Person Date
Norman A.Fogelsong, By /s/ Leslie Stolper, Attorney-in-Fact 03/12/2025
Signature of Reporting Person Date
Stephen J. Harrick, By /s/ Leslie Stolper, Attorney-in-Fact 03/12/2025
Signature of Reporting Person Date
Eric Liaw, By /s/ Leslie Stolper, Attorney-in-Fact 03/12/2025
Signature of Reporting Person Date
Jules A. Maltz, By /s/ Leslie Stolper, Attorney-in-Fact 03/12/2025
Signature of Reporting Person Date
J. Sanford Miller, By /s/ Leslie Stolper, Attorney-in-Fact 03/12/2025
Signature of Reporting Person Date
Dennis B. Phelps, Jr., By /s/ Leslie Stolper, Attorney-in-Fact 03/12/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of Class B common stock were converted on a one-for-one basis into Class A common stock for no additional consideration.
( 2 )The shares are held of record by Institutional Venture Partners XIV, L.P. ("IVP XIV"). Institutional Venture Management XIV LLC ("IVM XIV") 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, Jr. are the managing directors of IVM XIV and may be deemed to share voting and dispositive power over the shares held by IVP XIV. Each of IVM XIV and Messrs. Chaffee,Fogelsong, Harrick, Maltz, Miller and Phelps disclaims beneficial ownership of the shares held by IVP XIV except to the extent of its or his respective pecuniary interest therein.
( 3 )The shares are held of record 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, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. are 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, Dash, Fogelsong, Harrick, Liaw, Maltz, Miller and Phelps disclaims beneficial ownership of the shares held by IVP XV except to the extent of its or his respective pecuniary interest therein.
( 4 )The shares are held of record 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, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. are 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, Dash, Fogelsong, Harrick, Liaw, Maltz, Miller and Phelps disclaims beneficial ownership of the shares held by IVP XV except to the extent of its or his respective pecuniary interest therein.
( 5 )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.
( 6 )The shares are held of record or beneficially by IVM XV. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, Jules A. Maltz, J. Sanford Miller and Dennis B.Phelps, Jr. are 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, Dash, Fogelsong, Harrick, Liaw, Maltz, Miller and Phelps disclaims beneficial ownership of the shares held by IVM XV except to the extent of his respective pecuniary interest therein.
( 7 )The shares are held of record by Somesh Dash.
( 8 )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.
( 9 )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.
( 10 )The shares are held by a family trust, of which Mr. Liaw is the trustee. Mr. Liaw 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. Maltz is the trustee. Mr. Maltz disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.
( 12 )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.
( 13 )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.
( 14 )Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder for no additional consideration and has no expiration date.

Remarks:
This Form 4 is the first of two Forms 4 filed relating to the same event. Combined, the two reports report the holdings for the following Reporting Persons: Institutional Venture Management XIV, LLC, Institutional Venture Partners XIV L.P., Institutional Venture Management XV, LLC, Institutional Venture Partners XV, L.P., Institutional Venture Partners XV Executive Fund, L.P., Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, Jules A. Maltz , J. Sanford Miller and Dennis B. Phelps, Jr. This Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons.

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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