Joseph Christopher Hays - Oct 29, 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
Oct 29, 2021
Transactions value $
$0
Form type
4
Date filed
11/2/2021, 09:23 PM
Previous filing
Sep 14, 2021
Next filing
Nov 5, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZI Class A Common Stock Award +175K +48.13% 540K Oct 29, 2021 Direct F1, F2
transaction ZI Class A Common Stock Award +140K +25.96% 680K Oct 29, 2021 Direct F1, F3, F4
transaction ZI Class A Common Stock Award +63.2K +9.29% 743K Oct 29, 2021 Direct F1, F3, F5
transaction ZI Class A Common Stock Award +280K +37.69% 1.02M Oct 29, 2021 Direct F1, F3, F6
transaction ZI Class A Common Stock Award +61.9K +6.04% 1.09M Oct 29, 2021 Direct F1, F3, F7
transaction ZI Class A Common Stock Award +63.9K +5.89% 1.15M Oct 29, 2021 Direct F1, F8

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 LTIP Units of ZoomInfo Holdings LLC Disposed to Issuer -175K -100% 0 Oct 29, 2021 Class A Common Stock 175K Direct F2
transaction ZI Class P Units of ZoomInfo Holdings LLC Disposed to Issuer -149K -100% 0 Oct 29, 2021 Class A Common Stock 149K $4.00 Direct F3, F4
transaction ZI Class P Units of ZoomInfo Holdings LLC Disposed to Issuer -70K -100% 0 Oct 29, 2021 Class A Common Stock 70K $6.56 Direct F3, F5
transaction ZI Class P Units of ZoomInfo Holdings LLC Disposed to Issuer -311K -100% 0 Oct 29, 2021 Class A Common Stock 311K $6.56 Direct F3, F6
transaction ZI Class P Units of ZoomInfo Holdings LLC Disposed to Issuer -90K -100% 0 Oct 29, 2021 Class A Common Stock 90K $21.00 Direct F3, F7
transaction ZI LLC Units of ZoomInfo Holdings LLC Disposed to Issuer -63.9K -100% 0 Oct 29, 2021 Class A Common Stock 63.9K Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 29, 2021, pursuant to a reorganization, (the "Reorganization"), ZoomInfo Technologies Inc. (formerly known as ZoomInfo NewCo Inc.) (the "Issuer") became the successor of ZoomInfo Intermediate Inc. (formerly known as ZoomInfo Technologies Inc.) ("ZoomInfo") pursuant to merger transactions, in which a subsidiary of ZoomInfo Technologies Inc. merged with and into ZoomInfo Intermediate Inc. with ZoomInfo Intermediate Inc. surviving and, immediately following such merger, a subsidiary of ZoomInfo Technologies Inc. merged with and into ZoomInfo Holdings LLC ("OpCo"), a subsidiary of ZoomInfo Intermediate Inc., with OpCo surviving. The mergers resulted in the Issuer becoming a parent holding company of ZoomInfo and OpCo, but did not alter the proportionate economic interests of security holders.
F2 Prior to the Reorganization, LTIP Units of OpCo would, upon vesting, be automatically converted into Class A Common Units of OpCo ("OpCo Units"), together with corresponding shares of the Issuer's Class B common stock ("Class B Common Stock"), which would then be exchangeable for shares of Class A Common Stock on a one-for-one basis. In connection with the Reorganization, such LTIP Units were disposed of for the number of shares of Class A Common Stock which would have been received by the Reporting Person upon the vesting and exchange of such LTIP Units. The shares of Class A Common Stock received remain subject to the same vesting schedule that was applicable to the LTIP Units, as follows: (i) for 47,620 units (a) one-third vest on December 3, 2022, (b) one-third vest on December 3, 2023, and (c) one-third vest on December 3, 2024, and (ii) the remaining 127,814 units will vest on March 1, 2024.
F3 Prior to the Reorganization, Class P limited liability company units of OpCo ("Class P Units") were profits interests that were economically similar to a stock settled stock option. Vested Class P units were 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. In connection with the Reorganization, the Class P Units held by the Reporting Person were disposed of for a number of shares of Class A Common Stock which would have been received by the Reporting Person pursuant to the calculation described above, had the Reporting Person exchanged such Class P Units for Class A Common Stock on the date of the Reorganization.
F4 The number reflected in Table II reflects the number of Class P Units that were held by the Reporting Person. Reflects an original amount of 350,704 Class P Units, which, prior to the Reorganization, were scheduled to vest as follows: 50% vest July 1, 2020, and the remaining 50% vest in equal monthly installments during the 24 months thereafter. The shares of Class A Common Stock received in the Reorganization will vest along the same vesting schedule.
F5 The number reflected in Table II reflects the number of Class P Units that were held by the Reporting Person. Reflects an original amount of 70,000 Class P Units, which, prior to the Reorganization, were scheduled to vest as follows: 50% vest October 1, 2021, and the remaining 50% vest in equal monthly installments during the 24 months thereafter. The shares of Class A Common Stock received in the Reorganization will vest along the same vesting schedule.
F6 The number reflected in Table II reflects the number of Class P Units that were held by the Reporting Person. Reflects an original amount of 876,759 Class P Units, which, prior to the Reorganization, were scheduled to vest as follows: 50% vest February 1, 2021, and the remaining 50% vest in equal monthly installments during the 24 months thereafter. The shares of Class A Common Stock received in the Reorganization will vest along the same vesting schedule.
F7 The number reflected in Table II reflects the number of Class P Units that were held by the Reporting Person. Reflects an original amount of 90,000 Class P Units, which, prior to the Reorganization, were scheduled to vest as follows: (a) one-third vest on December 3, 2022, (b) one-third vest on December 3, 2023, and (c) one-third vest on December 3, 2024. The shares of Class A Common Stock received in the Reorganization will vest along the same vesting schedule.
F8 Prior to the Reorganization, 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 were 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. In connection with the Reorganization, the OpCo Units held by the Reporting Person were disposed of for a number of shares of Class A Common Stock which would have been received by the Reporting Person pursuant to the calculation described above, had the Reporting Person exchanged such OpCo Units for Class A Common Stock prior to the date of the Reorganization.