Joseph Christopher Hays - Jun 1, 2021 Form 4 Insider Report for ZoomInfo Technologies Inc. (ZI)

Signature
/s/ Anthony Stark, as Attorney-in-Fact
Stock symbol
ZI
Transactions as of
Jun 1, 2021
Transactions value $
-$45,288
Form type
4
Date filed
6/4/2021, 08:26 AM
Previous filing
May 17, 2021
Next filing
Jun 14, 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 +1.06K $0.00 1.06K Jun 1, 2021 Direct F1
transaction ZI Class A Common Stock Sale -$43.7K -1.02K -96.6% $42.74 36 Jun 1, 2021 Direct F2, F3
transaction ZI Class A Common Stock Sale -$1.56K -36 -100% $43.46 0 Jun 1, 2021 Direct F2, F4

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 LLC Units of HSKB Funds, LLC Conversion of derivative security $0 -5.31K -6.25% $0.00 79.7K Jun 1, 2021 Class A Common Stock 5.31K Direct F1, F5, F6
transaction ZI LLC Units of ZoomInfo Holdings LLC Conversion of derivative security $0 +5.31K +5.75% $0.00 97.8K Jun 1, 2021 Class A Common Stock 5.31K Direct F1, F7
transaction ZI LLC Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -1.06K -1.08% $0.00 96.7K Jun 1, 2021 Class A Common Stock 1.06K Direct F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On June 1, 2021, upon vesting limited liability company units of HSKB Funds, LLC ("HSKB Units") settled into limited liability company units ("OpCo Units") of ZoomInfo Holdings LLC ("OpCo") together with an equal number of shares of Class B common stock ("Class B Common Stock") of ZoomInfo Technologies Inc. ("ZoomInfo"). A portion of these OpCo Units and shares of Class B Common Stock were exchanged for shares of the Issuer's Class A common stock ("Class A Common Stock") as described herein.
F2 Reflects shares sold to cover the Reporting Person's tax liability in connection with the vesting of the securities reported herein.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $42.37 to $43.30, inclusive. The Reporting Person undertakes 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 set forth above.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $43.42 to $43.56, inclusive. The Reporting Person undertakes 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 set forth above.
F5 Each of these HSKB Units represents the economic value of one OpCo Unit. Upon vesting, each HSKB Unit settles into an OpCo Unit and a share of Class B Common Stock, which together may be exchanged for shares of Class A Common Stock on a one-for-one basis, subject to exchange rate adjustments for stock splits, stock dividends, and reclassifications. Shares of Class B common stock have no economic value and have 10 votes per shares.
F6 Reflects an original amount of 255,124 HSKB Units of which 101,297 vested on December 5, 2020, 42,208 vested on December 14, 2020 and the remaining unvested portion vests in twenty-one equal monthly installments beginning on January 1, 2021, subject to accelerated vesting upon certain change in control events and other vesting conditions.
F7 Pursuant to the terms of the limited liability company agreement for OpCo, 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 exchange rate adjustments for stock splits, stock dividends, and reclassifications. These exchange rights do not expire. Shares of Class B Common Stock have no economic value and have 10 votes per share.