CG Subsidiary Holdings L.L.C. - Aug 11, 2021 Form 4 Insider Report for ZoomInfo Technologies Inc. (ZI)

Role
10%+ Owner
Signature
CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director
Stock symbol
ZI
Transactions as of
Aug 11, 2021
Transactions value $
-$428,168,156
Form type
4
Date filed
8/13/2021, 04:31 PM
Next filing
Sep 3, 2021

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 +6.91M $0.00 6.91M Aug 11, 2021 See footnotes F1, F2, F3
transaction ZI Class A Common Stock Sale -$428M -6.91M -100% $62.00 0 Aug 11, 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 -3.71M -9.71% $0.00 34.5M Aug 11, 2021 Class A Common Stock 3.71M See footnotes F1, F2, F3, F4
transaction ZI LLC Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -3.2M -8.53% $0.00 34.3M Aug 11, 2021 Class A Common Stock 3.2M 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) 34,297,290 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) 34,488,121 shares of Class C Common Stock held of record by CP VI Evergreen Holdings, L.P. ("CP VI Evergreen"), and (iii) no 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., which is a publicly traded entity listed on the Nasdaq, 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 The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., and Carlyle Holdings I L.P. are filing a separate Form 4.