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

Role: Chief Operating Officer
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.