Ta Associates, L.P. - May 6, 2021 Form 4 Insider Report for ZoomInfo Technologies Inc. (ZI)

Signature
/s/ TA Associates, L.P., by Jeffrey C. Hadden, its, General Counsel, /s/ Jeffrey C. Hadden
Stock symbol
ZI
Transactions as of
May 6, 2021
Transactions value $
$0
Form type
4
Date filed
5/10/2021, 09:13 PM
Next filing
May 19, 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 +5.37M 5.37M May 6, 2021 See Footnotes F1, F2, F3
transaction ZI Class A Common Stock Conversion of derivative security +139K 139K May 6, 2021 See Footnotes F1, F3, F4
transaction ZI Class A Common Stock Conversion of derivative security +927K 927K May 6, 2021 See Footnotes F1, F3, F5
transaction ZI Class A Common Stock Conversion of derivative security +199K 199K May 6, 2021 See Footnotes F1, F3, F6
transaction ZI Class A Common Stock Conversion of derivative security +26.5K 26.5K May 6, 2021 See Footnotes F3, F7, F8
transaction ZI Class A Common Stock Conversion of derivative security +1.4M 1.4M May 6, 2021 See Footnotes F3, F7, F9
transaction ZI Class A Common Stock Conversion of derivative security +1.26M 1.26M May 6, 2021 See Footnotes F3, F7, F10
transaction ZI Class A Common Stock Other $0 -5.37M -100% $0.00* 0 May 6, 2021 See Footnotes F2, F3, F11
transaction ZI Class A Common Stock Other $0 -139K -100% $0.00* 0 May 6, 2021 See Footnotes F3, F4, F11
transaction ZI Class A Common Stock Other $0 -927K -100% $0.00* 0 May 6, 2021 See Footnotes F3, F5, F11
transaction ZI Class A Common Stock Other $0 -199K -100% $0.00* 0 May 6, 2021 See Footnotes F3, F6, F11
transaction ZI Class A Common Stock Other $0 -26.5K -100% $0.00* 0 May 6, 2021 See Footnotes F3, F8, F11
transaction ZI Class A Common Stock Other $0 -1.4M -100% $0.00* 0 May 6, 2021 See Footnotes F3, F9, F11
transaction ZI Class A Common Stock Other $0 -1.26M -100% $0.00* 0 May 6, 2021 See Footnotes F3, F10, F11

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 Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -5.37M -9.7% $0.00 50M May 6, 2021 Class A Common Stock 5.37M See Footnotes F2, F3, F12
transaction ZI Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -139K -9.7% $0.00 1.29M May 6, 2021 Class A Common Stock 139K See Footnotes F3, F4, F12
transaction ZI Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -927K -9.7% $0.00 8.64M May 6, 2021 Class A Common Stock 927K See Footnotes F3, F5, F12
transaction ZI Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -199K -9.7% $0.00 1.86M May 6, 2021 Class A Common Stock 199K See Footnotes F3, F6, F12
transaction ZI Class C Common Stock Conversion of derivative security $0 -26.5K -9.7% $0.00 247K May 6, 2021 Class A Common Stock 26.5K See Footnotes F3, F8, F13
transaction ZI Class C Common Stock Conversion of derivative security $0 -1.4M -9.7% $0.00 13.1M May 6, 2021 Class A Common Stock 1.4M See Footnotes F3, F9, F13
transaction ZI Class C Common Stock Conversion of derivative security $0 -1.26M -9.7% $0.00 11.7M May 6, 2021 Class A Common Stock 1.26M See Footnotes F3, F10, F13
holding ZI Units of ZoomInfo Holdings LLC 68.3K May 6, 2021 Class A Common Stock 68.3K See Footnotes F3, F12, F14
holding ZI Units of ZoomInfo Holdings LLC 3.62M May 6, 2021 Class A Common Stock 3.62M See Footnotes F3, F12, F15
holding ZI Units of ZoomInfo Holdings LLC 3.25M May 6, 2021 Class A Common Stock 3.25M See Footnotes F3, F12, F16
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Units of ZoomInfo Holdings LLC ("Opco"), which represent limited liability company units of Opco and a corresponding number of shares of Class B Common Stock of the Issuer, were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer pursuant to the amended and restated limited liability company agreement of Opco.
F2 Securities are held by TA XI DO AIV, L.P. ("XI DO AIV").
F3 TA Associates, L.P. is the ultimate general partner of each of XI DO, SDF III Feeder, Atlantic & Pacific VII-B, XI DO AIV, SDF III DO, Atlantic & Pacific VII-A, Investors IV, AP VII-B, SDF III DO AIV II and XI DO AIV II (collectively, the "TA Associates Funds"). Investment and voting control of the TA Associates Funds is held by TA Associates, L.P. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest in such securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
F4 Securities are held by TA SDF III DO AIV, L.P. ("SDF III DO").
F5 Securities are held by TA Atlantic & Pacific VII-A, L.P. ("Atlantic & Pacific VII-A").
F6 Securities are held by TA Investors IV, L.P. ("Investors IV").
F7 Shares of the Issuer's Class C Common Stock were converted on a one-for-one basis for shares of Class A Common Stock of the Issuer.
F8 Securities are held by TA SDF III DO Feeder, L.P. ("SDF III Feeder").
F9 Securities are held by TA XI DO Feeder, L.P ("XI DO").
F10 Securities are held by TA Atlantic & Pacific VII-B, L.P. ("Atlantic & Pacific VII-B").
F11 XI DO, SDF III Feeder, Atlantic & Pacific VII-B, XI DO AIV, SDF III DO, Atlantic & Pacific VII-A and Investors IV distributed these shares to their limited partners and to TA Associates XI GP, LP, TA Associates AP VII GP, LP and TA Associates SDF III GP, LP on a pro rata basis, for no consideration. On the same date, TA Associates XI GP, LP, TA Associates AP VII GP, LP and TA Associates SDF III GP, LP distributed, for no consideration, the shares received in the distribution to their partners, representing each such partner's pro rata interest in such shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-19 of the Securities and Exchange Act of 1934, as amended.
F12 Units of Opco represent limited liability company units of Opco and a corresponding number of shares of Class B Common Stock of the Issuer, which together are exchangeable at the option of the holder on a one-for-one basis for shares of Class A Common Stock of the Issuer, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications, pursuant to the amended and restated limited liability company agreement of Opco and have no expiration date. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof and (ii) only confer ten-to-one voting rights on the holders thereof.
F13 The Class C Common Stock is convertible at the option of the holder on a one-for-one basis for shares of Class A Common Stock of the Issuer and has no expiration date. Upon any transfer of shares of Class C Common Stock, whether or not for value, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain transfers described in the Issuer's amended and restated certificate of incorporation. The shares of Class C Common Stock will convert automatically into Class A Common Stock, on a one-for-one basis, when the aggregate number of outstanding shares of the Company's Class B Common Stock and Class C Common Stock represents less than 5% of the aggregate number of the Company's outstanding shares of Common Stock. The shares of Class C Common Stock have ten votes per share.
F14 Securities are held by TA SDF III DO AIV II, L.P. ("SDF III DO AIV II").
F15 Securities are held by TA XI DO AIV II, L.P. ("XI DO AIV II").
F16 Securities are held by TA AP VII-B DO Subsidiary Partnership, L.P. ("AP VII-B").