Todd Crockett - May 17, 2021 Form 4 Insider Report for ZoomInfo Technologies Inc. (ZI)

Role
Director
Signature
/s/ Todd Crockett
Stock symbol
ZI
Transactions as of
May 17, 2021
Transactions value $
$0
Form type
4
Date filed
5/19/2021, 07:35 PM
Previous filing
May 10, 2021
Next filing
Jun 21, 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 +289K 289K May 17, 2021 See Footnotes F1, F2, F3
transaction ZI Class A Common Stock Conversion of derivative security +257K 257K May 17, 2021 See Footnotes F1, F3, F4
transaction ZI Class A Common Stock Conversion of derivative security +5.44K 5.44K May 17, 2021 See Footnotes F1, F3, F5
transaction ZI Class A Common Stock Other $0 +289K $0.00* 0 May 17, 2021 See Footnotes F2, F3, F6, F7
transaction ZI Class A Common Stock Other $0 +257K $0.00* 0 May 17, 2021 See Footnotes F3, F4, F6, F7
transaction ZI Class A Common Stock Other $0 +5.44K $0.00* 0 May 17, 2021 See Footnotes F3, F5, F6, F7
holding ZI Class A Common Stock 108K May 17, 2021 By Trust F8
holding ZI Class A Common Stock 564 May 17, 2021 By Trust
holding ZI Class A Common Stock 564 May 17, 2021 By Trust
holding ZI Class A Common Stock 1.15K May 17, 2021 Direct

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 -289K -7.98% $0.00 3.33M May 17, 2021 Class A Common Stock 289K See Footnotes F2, F3, F9
transaction ZI Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -257K -7.92% $0.00 2.99M May 17, 2021 Class A Common Stock 257K See Footnotes F3, F4, F9
transaction ZI Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -5.44K -7.96% $0.00 62.9K May 17, 2021 Class A Common Stock 5.44K See Footnotes F3, F5, F9
holding ZI Units of ZoomInfo Holdings LLC 50M May 17, 2021 Class A Common Stock 50M See Footnotes F3, F9, F10
holding ZI Units of ZoomInfo Holdings LLC 1.29M May 17, 2021 Class A Common Stock 1.29M See Footnotes F3, F9, F11
holding ZI Units of ZoomInfo Holdings LLC 8.64M May 17, 2021 Class A Common Stock 8.64M See Footnotes F3, F9, F12
holding ZI Units of ZoomInfo Holdings LLC 1.86M May 17, 2021 Class A Common Stock 1.86M See Footnotes F3, F9, F13
holding ZI Class C Common Stock 247K May 17, 2021 Class A Common Stock 247K See Footnotes F3, F14, F15
holding ZI Class C Common Stock 13.1M May 17, 2021 Class A Common Stock 13.1M See Footnotes F3, F14, F16
holding ZI Class C Common Stock 11.7M May 17, 2021 Class A Common Stock 11.7M See Footnotes F3, F14, F17
* 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 II, L.P. ("XI DO AIV II").
F3 TA Associates, L.P. is the ultimate general partner of each of XI DO, SDF III Feeder, Atlantic and Pacific VII-B, XI DO AIV, SDF III DO, Atlantic and 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 AP VII-B DO Subsidiary Partnership, L.P. ("AP VII-B").
F5 Securities are held by TA SDF III DO AIV II, L.P. ("SDF III DO AIV II").
F6 XI DO AIV II, SDF III DO AIV II and AP VII-B Subsidiary Partnership distributed these shares to one or more of 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 one or more of their limited 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.
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 Some of these shares were received in the distributions described in footnote (6).
F9 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.
F10 Securities are held by TA XI DO AIV, L.P. ("XI DO AIV").
F11 Securities are held by TA SDF III DO AIV, L.P. ("SDF III DO").
F12 Securities are held by TA Atlantic & Pacific VII-A, L.P. ("Atlantic & Pacific VII-A").
F13 Securities are held by TA Investors IV, L.P. ("Investors IV").
F14 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.
F15 Securities are held by TA SDF III DO Feeder, L.P. ("SDF III Feeder").
F16 Securities are held by TA XI DO Feeder, L.P ("XI DO").
F17 Securities are held by TA Atlantic & Pacific VII-B, L.P. ("Atlantic & Pacific VII-B").