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

Signature
/s/ Anthony Stark, as Attorney-in-Fact
Stock symbol
ZI
Transactions as of
Aug 4, 2021
Transactions value $
-$452,507
Form type
4
Date filed
8/6/2021, 09:27 PM
Previous filing
Jul 12, 2021
Next filing
Aug 16, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZI Class A Common Stock Options Exercise +3.27K 3.27K Aug 4, 2021 Direct F1
transaction ZI Class A Common Stock Options Exercise +11.7K +358.02% 15K Aug 4, 2021 Direct F2
transaction ZI Class A Common Stock Sale -$192K -3.27K -21.83% $58.64 11.7K Aug 4, 2021 Direct F3
transaction ZI Class A Common Stock Tax liability -$261K -4.61K -39.36% $56.50 7.11K Aug 4, 2021 Direct 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 Options Exercise $0 -10.6K -13.34% $0.00 69.1K Aug 4, 2021 Class A Common Stock 10.6K Direct F1, F5, F6
transaction ZI LLC Units of ZoomInfo Holdings LLC Options Exercise $0 +10.6K +10.99% $0.00 107K Aug 4, 2021 Class A Common Stock 10.6K Direct F1, F7
transaction ZI LLC Units of ZoomInfo Holdings LLC Options Exercise $0 -3.27K -3.05% $0.00 104K Aug 4, 2021 Class A Common Stock 3.27K Direct F1, F7
transaction ZI HSKB Phantom Units Options Exercise $0 -11.7K -52.08% $0.00 10.8K Aug 4, 2021 Class A Common Stock 11.7K Direct F2, F8, F9
transaction ZI LLC Units of ZoomInfo Intermediate Holdings LLC Options Exercise $0 +11.7K $0.00 11.7K Aug 4, 2021 Class A Common Stock 11.7K Direct F2, F10
transaction ZI LLC Units of ZoomInfo Intermediate Holdings LLC Options Exercise $0 -11.7K -100% $0.00* 0 Aug 4, 2021 Class A Common Stock 11.7K Direct F2, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 4, 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 ZoomInfo's Class A common stock ("Class A Common Stock") as described herein.
F2 Reflects phantom units of HSKB Funds II, LLC ("HSKB Phantom Units") that upon vesting settled into limited liability company units ("HoldCo Units") of ZoomInfo Intermediate Holdings LLC ("HoldCo") together with an equal number of shares of Class B common stock of ZoomInfo. These HoldCo Units and shares of Class B Common Stock were automatically exchanged for shares of ZoomInfo's Class A Common Stock on a one-for-one basis, as described herein.
F3 Reflects shares sold to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Units reported herein.
F4 Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Phantom Units reported herein.
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.
F8 These HSKB Phantom Units, upon vesting, settle in cash or into HoldCo Units which are then automatically exchanged into shares of Class A Common Stock, or a combination thereof at the ZoomInfo's discretion.
F9 Reflects an original amount of 22,500 HSKB Phantom Units of which 50% vested on July 1, 2021 and with the remaining HSKB Phantom Units vesting in equal monthly installments over the two year period following July 1, 2021, in each case, subject to a continued service relationship through such vesting dates, subject to potential accelerated vesting upon certain change in control events and other vesting conditions.
F10 Pursuant to the terms of the HoldCo's Amended and Restated Limited Liability Company Agreement, HoldCo Units and an equal number of shares of Class B Common Stock, together are automatically 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. These exchange rights do not expire. Shares of Class B Common Stock have no economic value and have 10 votes per share.