| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ZI | Class A Common Stock | Conversion of derivative security | +10.5K | 10.5K | Sep 13, 2021 | I | F3, F4, F5, F7 | |||
| transaction | ZI | Class A Common Stock | Conversion of derivative security | +320K | +4.71% | 7.12M | Sep 13, 2021 | I | F2, F4, F5, F7 | ||
| transaction | ZI | Class A Common Stock | Sale | -$557K | -8.62K | -82.04% | $64.68 | 1.89K | Sep 13, 2021 | See footnotes | F3, F4, F7, F8 |
| transaction | ZI | Class A Common Stock | Sale | -$17M | -263K | -3.69% | $64.68 | 6.85M | Sep 13, 2021 | See footnotes | F2, F4, F7, F8 |
| transaction | ZI | Class A Common Stock | Sale | -$3.81M | -58.9K | -2.89% | $64.68 | 1.98M | Sep 13, 2021 | See footnote | F1, F8 |
| transaction | ZI | Class A Common Stock | Sale | -$3.9M | -60.2K | -2.89% | $64.68 | 2.03M | Sep 13, 2021 | See footnotes | F4, F6, F7, F8 |
| transaction | ZI | Class A Common Stock | Sale | -$123K | -1.89K | -100% | $65.41 | 0 | Sep 13, 2021 | See footnotes | F3, F4, F7, F9 |
| transaction | ZI | Class A Common Stock | Sale | -$3.76M | -57.5K | -0.84% | $65.41 | 6.8M | Sep 13, 2021 | See footnotes | F2, F4, F7, F9 |
| transaction | ZI | Class A Common Stock | Sale | -$843K | -12.9K | -0.65% | $65.41 | 1.97M | Sep 13, 2021 | See footnote | F1, F9 |
| transaction | ZI | Class A Common Stock | Sale | -$863K | -13.2K | -0.65% | $65.41 | 2.01M | Sep 13, 2021 | See footnotes | F4, F6, F7, F9 |
| transaction | ZI | Class A Common Stock | Conversion of derivative security | +288K | 288K | Sep 14, 2021 | I | F3, F4, F5, F7 | |||
| transaction | ZI | Class A Common Stock | Conversion of derivative security | +1.99M | +29.25% | 8.78M | Sep 14, 2021 | I | F2, F4, F5, F7 | ||
| transaction | ZI | Class A Common Stock | Other | -$86.6M | -1.32M | -14.99% | $65.75 | 7.47M | Sep 14, 2021 | See footnotes | F2, F4, F7, F10 |
| transaction | ZI | Class A Common Stock | Other | -$94.4M | -1.44M | -72.96% | $65.75 | 532K | Sep 14, 2021 | See footnote | F1, F10 |
| transaction | ZI | Class A Common Stock | Other | -$69.6M | -1.06M | -52.56% | $65.75 | 955K | Sep 14, 2021 | See footnotes | F4, F6, F7, F10 |
| transaction | ZI | Class A Common Stock | Other | -$4.47M | -68K | -23.59% | $65.75 | 220K | Sep 14, 2021 | See footnotes | F3, F4, F7, F10 |
| transaction | ZI | Class A Common Stock | Other | $0 | -9.47K | -100% | $0.00* | 0 | Sep 14, 2021 | See footnotes | F2, F4, F7, F11, F16 |
| transaction | ZI | Class A Common Stock | Other | $0 | -532K | -100% | $0.00* | 0 | Sep 14, 2021 | See footnote | F1, F11 |
| transaction | ZI | Class A Common Stock | Other | $0 | -130K | -100% | $0.00* | 0 | Sep 14, 2021 | See footnotes | F4, F6, F7, F11, F15 |
| transaction | ZI | Class A Common Stock | Other | $0 | -220K | -100% | $0.00* | 0 | Sep 14, 2021 | See footnotes | F3, F4, F7, F11 |
| holding | ZI | Class A Common Stock | 826K | Sep 13, 2021 | See footnotes | F4, F7, F12, F15 | |||||
| holding | ZI | Class A Common Stock | 1.3M | Sep 13, 2021 | See footnotes | F4, F7, F13, F16 | |||||
| holding | ZI | Class A Common Stock | 6.16M | Sep 13, 2021 | See footnotes | F4, F7, F14, F16 |
| 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 | -10.5K | -3.52% | $0.00 | 288K | Sep 13, 2021 | Class A Common Stock | 10.5K | See footnotes | F3, F4, F5, F7 | |
| transaction | ZI | Class C Common Stock | Conversion of derivative security | $0 | -320K | -13.88% | $0.00 | 1.99M | Sep 13, 2021 | Class A Common Stock | 320K | See footnotes | F2, F4, F5, F7 | |
| transaction | ZI | Class C Common Stock | Conversion of derivative security | $0 | -288K | -100% | $0.00* | 0 | Sep 14, 2021 | Class A Common Stock | 288K | See footnotes | F3, F4, F5, F7 | |
| transaction | ZI | Class C Common Stock | Conversion of derivative security | $0 | -1.99M | -100% | $0.00* | 0 | Sep 14, 2021 | Class A Common Stock | 1.99M | See footnotes | F2, F4, F5, F7 |
| Id | Content |
|---|---|
| F1 | These shares are held directly by FiveW DiscoverOrg, LLC, whose managing member is FiveW Capital LLC. D. Randall Winn is the managing member of FiveW Capital LLC and, in such capacity, may be deemed to indirectly control FiveW DiscoverOrg, LLC. However, Mr. Winn has irrevocably waived all of his power to make voting and investment decisions with respect to the shares held by FiveW DiscoverOrg, LLC and authorized Eric J. Edell to exercise voting and investment power over the shares held directly by FiveW DiscoverOrg, LLC. Each of FiveW DiscoverOrg, LLC, FiveW Capital LLC, Mr. Winn and Mr. Edell disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |
| F2 | These shares are held directly following this offering by 22C Magellan Holdings LLC, whose two principal members are 22C DiscoverOrg Investors, LLC and 22C Capital I, L.P. 22C DiscoverOrg MM, LLC is the managing member of 22C DiscoverOrg Investors, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC. |
| F3 | These shares are held directly by 22C Capital I-A, L.P. |
| F4 | 22C Capital GP I, L.L.C. is the general partner of 22C Capital I, L.P. and of 22C Capital I-A, L.P. 22C Capital GP I MM LLC is the managing member of 22C Capital GP I, L.L.C. Eric J. Edell and D. Randall Winn are co-managing members of 22C DiscoverOrg Advisors, LLC and co-members of 22C Capital GP I MM LLC and, in such capacities, may be deemed to indirectly control each of 22C Magellan Holdings LLC and 22C Capital I-A, L.P. However, Mr. Winn has irrevocably waived all of his power to make voting and investment decisions with respect to the shares held by each of 22C Magellan Holdings LLC, 22C DiscoverOrg MM, LLC and by 22C Capital I-A, L.P., and authorized Mr. Edell to exercise voting and investment power over the shares held directly by each of 22C Magellan Holdings LLC, 22C DiscoverOrg MM, LLC and by 22C Capital I-A, L.P. |
| F5 | Shares of the Issuer's Class C common stock ("Class C Common Stock") have ten votes per share and are convertible into shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis at the discretion of the holder. These conversion rights do not expire. In addition, each share of Class C Common Stock will convert automatically into one share of Class A Common Stock pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation (the "Charter"), including upon any transfer, whether or not for value, except for certain affiliate transfers described in the Charter. |
| F6 | These shares are held directly by 22C DiscoverOrg MM, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC. |
| F7 | Each of the 22C Capital reporting persons, Mr. Edell and Mr. Winn disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the shares for purposes of Section 16 of the Exchange Act, or for any other purpose. |
| F8 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.23 to $65.01, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. |
| F9 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.405 to $65.425, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. |
| F10 | These shares were sold at the direction of the investors who elected cash proceeds in lieu of shares in connection with the Liquidating Distribution (as defined in footnote 11 below). |
| F11 | These shares were distributed in-kind, pro-rata and for no additional consideration to the partners or members (as applicable) of the direct holder of the shares in connection with its liquidation of this investment (the "Liquidating Distribution"). |
| F12 | These shares are held directly by 22C DiscoverOrg Advisors, LLC. |
| F13 | These shares are held directly by 22C Capital I, L.P. |
| F14 | These shares are held directly by 22C DiscoverOrg Investors, LLC. 22C DiscoverOrg MM, LLC is the managing member of 22C DiscoverOrg Investors, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC. |
| F15 | As part of the Liquidating Distribution, 825,723 shares were distributed by 22C DiscoverOrg MM, LLC to 22C DiscoverOrg Advisors, LLC, its managing member, in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 under the Exchange Act. |
| F16 | As part of the Liquidating Distribution, a total of 7,458,349 shares were distributed by 22C Magellan Holdings LLC to 22C DiscoverOrg Investors, LLC (6,159,309 shares) and 22C Capital I, L.P. (1,299,040 shares), its two principal members, in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 under the Exchange Act. |
This Form 4 is being filed in conjunction with the Form 4 filed simultaneously by: D. Randall Winn, FiveW DiscoverOrg, LLC, and FiveW Capital LLC. Each of Mr. Edell, the 22C Capital reporting persons and the FiveW reporting persons may be deemed directors of the Issuer by deputization of Mr. Winn, who serves as a director on the Issuer's board of directors. Exhibit 99.1: Additional Signatures.