TA Atlantic & Pacific VII-B L.P. - 11 Aug 2021 Form 4 Insider Report for ZoomInfo Technologies Inc. (ZI)

Role
Director, 10%+ Owner
Signature
TA Atlantic & Pacific VII-B, L.P., by TA Associates AP VII GP L.P., its General Partner, by TA Associates, L.P., its General Partner, by Jeffrey C. Hadden, its General Counsel, /s/ Jeffrey Hadden
Issuer symbol
ZI
Transactions as of
11 Aug 2021
Net transactions value
-$431,123,076
Form type
4
Filing time
13 Aug 2021, 20:26:30 UTC
Previous filing
11 Aug 2021
Next filing
16 Aug 2021
SEC
View on sec.gov

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 +3,734,187 3,734,187 11 Aug 2021 See Footnotes F1, F2, F3
transaction ZI Class A Common Stock Conversion of derivative security +96,399 96,399 11 Aug 2021 See Footnotes F1, F3, F4
transaction ZI Class A Common Stock Conversion of derivative security +644,891 644,891 11 Aug 2021 See Footnotes F1, F3, F5
transaction ZI Class A Common Stock Conversion of derivative security +138,686 138,686 11 Aug 2021 See Footnotes F1, F3, F6
transaction ZI Class A Common Stock Conversion of derivative security +4,605 4,605 11 Aug 2021 See Footnotes F1, F3, F7
transaction ZI Class A Common Stock Conversion of derivative security +244,196 244,196 11 Aug 2021 See Footnotes F1, F3, F8
transaction ZI Class A Common Stock Conversion of derivative security +219,086 219,086 11 Aug 2021 See Footnotes F1, F3, F9
transaction ZI Class A Common Stock Conversion of derivative security +18,420 18,420 11 Aug 2021 See Footnotes F3, F10, F11
transaction ZI Class A Common Stock Conversion of derivative security +976,785 976,785 11 Aug 2021 See Footnotes F3, F10, F12
transaction ZI Class A Common Stock Conversion of derivative security +876,343 876,343 11 Aug 2021 See Footnotes F3, F10, F13
transaction ZI Class A Common Stock Sale $231,519,594 -3,734,187 -100% $62.00 0 11 Aug 2021 See Footnotes F2, F3, F14
transaction ZI Class A Common Stock Sale $5,976,738 -96,399 -100% $62.00 0 11 Aug 2021 See Footnotes F3, F4, F14
transaction ZI Class A Common Stock Sale $39,983,242 -644,891 -100% $62.00 0 11 Aug 2021 See Footnotes F3, F5, F14
transaction ZI Class A Common Stock Sale $8,598,532 -138,686 -100% $62.00 0 11 Aug 2021 See Footnotes F3, F6, F14
transaction ZI Class A Common Stock Sale $285,510 -4,605 -100% $62.00 0 11 Aug 2021 See Footnotes F3, F7, F14
transaction ZI Class A Common Stock Sale $15,140,152 -244,196 -100% $62.00 0 11 Aug 2021 See Footnotes F3, F8, F14
transaction ZI Class A Common Stock Sale $13,583,332 -219,086 -100% $62.00 0 11 Aug 2021 See Footnotes F3, F9, F14
transaction ZI Class A Common Stock Sale $1,142,040 -18,420 -100% $62.00 0 11 Aug 2021 See Footnotes F3, F11, F14
transaction ZI Class A Common Stock Sale $60,560,670 -976,785 -100% $62.00 0 11 Aug 2021 See Footnotes F3, F12, F14
transaction ZI Class A Common Stock Sale $54,333,266 -876,343 -100% $62.00 0 11 Aug 2021 See Footnotes F3, F13, F14

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 -3,734,187 -9.6% $0.000000 35,184,367 11 Aug 2021 Class A Common Stock 3,734,187 See Footnotes F2, F3, F15
transaction ZI Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -96,399 -9.6% $0.000000 908,297 11 Aug 2021 Class A Common Stock 96,399 See Footnotes F3, F4, F15
transaction ZI Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -644,891 -9.6% $0.000000 6,076,307 11 Aug 2021 Class A Common Stock 644,891 See Footnotes F3, F5, F15
transaction ZI Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -138,686 -9.6% $0.000000 1,306,732 11 Aug 2021 Class A Common Stock 138,686 See Footnotes F3, F6, F15
transaction ZI Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -4,605 -9.4% $0.000000 44,574 11 Aug 2021 Class A Common Stock 4,605 See Footnotes F3, F7, F15
transaction ZI Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -244,196 -9.4% $0.000000 2,363,209 11 Aug 2021 Class A Common Stock 244,196 See Footnotes F3, F8, F15
transaction ZI Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -219,086 -9.4% $0.000000 2,122,157 11 Aug 2021 Class A Common Stock 219,086 See Footnotes F3, F9, F15
transaction ZI Class C Common Stock Conversion of derivative security $0 -18,420 -9.6% $0.000000 173,553 11 Aug 2021 Class A Common Stock 18,420 See Footnotes F3, F11, F16
transaction ZI Class C Common Stock Conversion of derivative security $0 -976,785 -9.6% $0.000000 9,203,486 11 Aug 2021 Class A Common Stock 976,785 See Footnotes F3, F12, F16
transaction ZI Class C Common Stock Conversion of derivative security $0 -876,343 -9.6% $0.000000 8,257,100 11 Aug 2021 Class A Common Stock 876,343 See Footnotes F3, F13, 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. Todd R. Crockett and Jason S. Mironov are directors of the Issuer and serve as representatives of TA Associates, L.P. and the TA Associates Funds on the Issuer's board of directors. TA Associates, L.P. disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest in such securities, if any.
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 Securities are held by TA SDF III DO AIV II, L.P. ("SDF III DO AIV II").
F8 Securities are held by TA XI DO AIV II, L.P. ("XI DO AIV II").
F9 Securities are held by TA AP VII-B DO Subsidiary Partnership, L.P. ("AP VII-B").
F10 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.
F11 Securities are held by TA SDF III DO Feeder, L.P. ("SDF III Feeder").
F12 Securities are held by TA XI DO Feeder, L.P ("XI DO").
F13 Securities are held by TA Atlantic & Pacific VII-B, L.P. ("Atlantic & Pacific VII-B").
F14 The sales reported in this Form 4 were effected pursuant to an underwritten secondary offering that closed on August 11, 2021.
F15 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.
F16 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.

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, TA Associates, L.P., XI DO, SDF III Feeder, 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 have filed a separate Form 4.