Carlyle Group Inc. - 06 Aug 2021 Form 4 Insider Report for ZoomInfo Technologies Inc. (ZI)

Role
10%+ Owner
Signature
The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director and Chief Financial Officer
Issuer symbol
ZI
Transactions as of
06 Aug 2021
Net transactions value
-$505,708,887
Form type
4
Filing time
10 Aug 2021, 16:18:48 UTC
Previous filing
27 Jul 2022
Next filing
13 Aug 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZI Class A Common Stock Conversion of derivative security $0 +9,236,692 $0.000000 9,236,692 06 Aug 2021 See footnotes F1, F2, F3
transaction ZI Class A Common Stock Sale $505,708,887 -9,236,692 -100% $54.75 0 06 Aug 2021 See footnotes F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ZI Class C Common Stock Conversion of derivative security $0 -9,236,692 -19% $0.000000 38,197,624 06 Aug 2021 Class A Common Stock 9,236,692 See footnotes F1, F2, F3, F4
holding ZI LLC Units of ZoomInfo Holdings LLC 37,493,725 06 Aug 2021 Class A Common Stock 37,493,725 See footnotes F1, F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Following the transactions reported herein, includes (i) 37,493,725 LLC Units of ZoomInfo Holdings LLC ("OpCo Units") and shares of Class B Common Stock held by Carlyle Partners VI Evergreen Holdings, L.P. ("Carlyle Evergreen"), (ii) 37,702,342 shares of Class C Common Stock held of record by CP VI Evergreen Holdings, L.P. ("CP VI Evergreen") and (iii) 495,282 shares of Class C Common Stock held of record by Carlyle Partners VI Dash Holdings, L.P. ("Carlyle VI Dash").
F2 The Carlyle Group Inc. is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities held of record by Carlyle Evergreen and CP VI Evergreen, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VI S1, L.L.C., which is the general partner of TC Group VI S1, L.P., which is the general partner of Carlyle Evergreen and CP VI Evergreen.
F3 Cont'd. The Carlyle Group Inc. is also the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities held of record by Carlyle VI Dash, is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of TC Group VI, L.L.C., which is the general partner of TC Group VI, L.P., which is the general partner of Carlyle VI Dash.
F4 The Class C Common Stock may be converted into shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.
F5 The OpCo Units and an equal number of shares of Class B Common Stock together are exchangeable for shares of Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date.

Remarks:

Due to the limitations of the electronic filing system, each of TC Group VI S1, L.L.C., TC Group VI S1, L.P., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group VI, L.L.C., TC Group VI, L.P., Carlyle Partners VI Evergreen Holdings, L.P., CP VI Evergreen Holdings, L.P. and Carlyle Partners VI Dash Holdings, L.P. are filing a separate Form 4.