Joseph Christopher Hays - 03 Sep 2021 Form 4 Insider Report for ZoomInfo Technologies Inc. (ZI)

Role: Chief Operating Officer
Signature: /s/ Anthony Stark, as Attorney-in-Fact
Issuer symbol: ZI
Transactions as of: 03 Sep 2021
Net transactions value: -$98.24
Form type: 4
Filing time: 08 Sep 2021, 19:08:42 UTC
Previous filing: 08 Sep 2021
Next filing: 13 Sep 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	Options Exercise		+43,771	+592%		51,161	03 Sep 2021	Direct	F1
transaction	ZI	Class A Common Stock	Options Exercise	$126,560	+31,640	+62%	$4.00^*	82,801	03 Sep 2021	Direct	F2, F3
transaction	ZI	Class A Common Stock	Options Exercise	$3,714,534	+566,240	+684%	$6.56	649,041	03 Sep 2021	Direct	F2, F4
transaction	ZI	Class A Common Stock	Tax liability	$3,841,193	-58,528	-9%	$65.63	590,513	03 Sep 2021	Direct	F5

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 ZoomInfo Holdings LLC	Options Exercise	$0	-43,771	-41%	$0.000000	63,909	03 Sep 2021	Class A Common Stock	43,771		Direct	F1, F6
transaction	ZI	Class P Units of ZoomInfo Holdings LLC	Options Exercise	$0	-31,640	-16%	$0.000000	164,064	03 Sep 2021	Class A Common Stock	31,640	$4.00	Direct	F2, F3
transaction	ZI	Class P Units of ZoomInfo Holdings LLC	Options Exercise	$0	-566,240	-65%	$0.000000	310,519	03 Sep 2021	Class A Common Stock	566,240	$6.56	Direct	F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Limited liability company units ("OpCo Units") of ZoomInfo Holdings LLC ("OpCo") and shares of Class B Common Stock were exchanged for shares of Class A common stock ("Class A Common Stock") of ZoomInfo Technologies Inc. as described herein.
F2	Reflects Class P limited liability company units of OpCo ("Class P Units") which are profits interests that are economically similar to a stock settled stock option. Vested Class P units are exchangeable, at the holder's election, into a number of shares of Class A Common Stock equal in value to the "spread value" represented by the excess of the value of shares of Class A Common Stock at the time of exchange above the "distribution threshold" associated with the Class P Units, multiplied by the number of Class P Units being exchanged.
F3	Reflects an original amount of 350,704 Class P Units, of which 50% vested on July 1, 2020, and the remaining 50% vest in equal monthly installments during the 24 months thereafter.
F4	Reflects an original amount of 876,759 Class P Units, of which 50% vested on February 1, 2021, and the remaining 50% vest in equal monthly installments during the 24 months thereafter.
F5	Reflects shares deemed to be withheld in connection with the exchange of Class P Units described herein.
F6	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.