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.