Filing Details

☐	Rule 13d-1(b)

☐	Rule 13d-1(c)

☒	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

1	NAMES OF REPORTING PERSONS
	22C Magellan Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			18,592,500
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			18,592,500
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,592,500
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	18.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	22C Capital I-A, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			500,858
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			500,858
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	500,858
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	22C DiscoverOrg Investors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			18,592,500
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			18,592,500
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,592,500
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	18.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

1	NAMES OF REPORTING PERSONS
	22C Capital I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			18,592,500
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			18,592,500
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,592,500
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	18.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN, HC

1	NAMES OF REPORTING PERSONS
	22C DiscoverOrg MM, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			18,592,500
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			18,592,500
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,592,500
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	18.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

1	NAMES OF REPORTING PERSONS
	22C DiscoverOrg Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			18,592,500
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			18,592,500
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,592,500
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	18.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

1	NAMES OF REPORTING PERSONS
	22C Capital GP I, L.L.C
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			19,093,358
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			19,093,358
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,093,358
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	18.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

1	NAMES OF REPORTING PERSONS
	22C Capital GP I MM LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			19,093,358
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			19,093,358
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,093,358
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	18.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

1	NAMES OF REPORTING PERSONS
	Eric J Edell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			19,093,358
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			19,093,358
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,093,358
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	18.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

1	NAMES OF REPORTING PERSONS
	FiveW DiscoverOrg LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			4,943,231
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			4,943,231
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,943,231
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	FiveW Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			4,943,231
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			4,943,231
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,943,231
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

1	NAMES OF REPORTING PERSONS
	David Randall Winn
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			1,313,508
		6	SHARED VOTING POWER
			24,036,589
		7	SOLE DISPOSITIVE POWER
			1,313,508
		8	SHARED DISPOSITIVE POWER
			24,036,589
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	25,350,097
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	23.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

	SCHEDULE 13G
CUSIP No. 98980F104		Page 14 of 22

 

ZoomInfo Technologies Inc. (the “Issuer”)

 

ITEM 1.

(b)  Address of Issuer’s Principal Executive Offices:

 

805 Broadway Street, Suite 900, Vancouver, Washington 98660.

ITEM 2.

(a-c)  Name of Person Filing:

This Schedule 13G is being filed jointly by the following (collectively, the “Reporting Persons”):

i.		22C Magellan Holdings LLC, a Delaware limited liability company,
ii.		22C Capital I-A, L.P., a Delaware limited partnership,
iii.		22C DiscoverOrg Investors, LLC, a Delaware limited liability company,
iv.		22C Capital I, L.P., a Delaware limited partnership,
v.		22C DiscoverOrg MM, LLC, a Delaware limited liability company,
vi.		22C DiscoverOrg Advisors, LLC, a Delaware limited liability company,
vii.		22C Capital GP I, L.L.C., a Delaware limited liability company,
viii.		22C Capital GP I MM LLC, a Delaware limited liability company,
ix.		Eric J. Edell, a United States citizen (together with 22C DiscoverOrg Investors, LLC, 22C Capital I, L.P., 22C Capital I-A, L.P., 22C Capital GP I, L.L.C., 22C Capital GP I MM, L.L.C., 22C DiscoverOrg MM, LLC, 22C DiscoverOrg Advisors, LLC and 22C Magellan Holdings LLC, the “22C Reporting Persons”),
x.		FiveW DiscoverOrg LLC, a Delaware limited liability company,
xi.		FiveW Capital LLC, a Delaware limited liability company, and
xii.		David Randall Winn, a United States citizen (together with FiveW DiscoverOrg LLC and FiveW Capital LLC, the “FiveW Reporting Persons”).

This statement on Schedule 13G relates to 18,592,500 Shares (as defined herein) directly beneficially owned by 22C Magellan Holdings LLC, 500,858 Shares directly beneficially owned by 22C Capital I-A, L.P., 4,943,231 Shares directly beneficially owned by FiveW DiscoverOrg LLC, and 1,313,508 Shares directly beneficially owned by David Randall Winn.

22C DiscoverOrg Investors, LLC and 22C Capital I, L.P. are the two principal members of 22C Magellan Holdings LLC. 22C DiscoverOrg MM, LLC is the managing member of 22C DiscoverOrg Investors, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC.

22C Capital GP I, L.L.C. is the general partner of 22C Capital I, L.P. and of 22C Capital I-A, L.P. 22C Capital GP I MM LLC is the managing member of 22C Capital GP I, L.L.C.

Eric J. Edell and David Randall Winn are co-managing members of 22C DiscoverOrg Advisors, LLC and co-members of 22C Capital GP I MM LLC.

FiveW DiscoverOrg, LLC is the managing member of FiveW Capital LLC. David Randall Winn is the managing member of FiveW Capital LLC.

The address for each of the 22C Reporting Persons is 445 Park Avenue, 13th Floor, New York, NY 10022, and the address for each of the FiveW Reporting Persons is 6495 Enclave Way, Boca Raton, Florida 33496.

 

Class A common stock, par value $0.01 per share (“Shares”).

 

98980F104

	SCHEDULE 13G
CUSIP No. 98980F104		Page 15 of 22

ITEM 3.

 

Not applicable.

(1) The ownership information assumes the conversion of (i) the membership units of ZoomInfo Holdings LLC (“OpCo Units”), (ii) the membership units of ZoomInfo Intermediate Holdings LLC (“HoldCo Units”), and (iii) the Issuer’s Class C common stock, par value $0.01 per share (the “Class C Common Stock”) beneficially owned by the Reporting Persons into Shares, each on a one-to-one basis.

 

(2) These percentages are based upon the sum of (i) 83,615,501 shares of Class A Common Stock of the Issuer outstanding as set forth in the Issuer’s Form 424b4 prospectus supplement, filed on December 2, 2020, to the S-1 registration statement (333-251009), filed on November 30, 2020, as confirmed by the Issuer’s Form 8-K filed on December 4, 2020 and (ii) the total number of Shares the Reporting Person has the right to acquire upon conversion of the OpCo Units, HoldCo Units and Class C Common Stock owned by such Reporting Person, as applicable.

 

Not applicable.

 

Not applicable.

 

Not applicable.

	SCHEDULE 13G
CUSIP No. 98980F104		Page 16 of 22

 

The Reporting Persons are a party to an Irrevocable Proxy (the “Irrevocable Proxy”) dated as of June 3, 2020, by and among the TA Stockholders, the Carlyle Stockholders, the Founder Stockholders (each as defined therein, and collectively, the “Other Parties”) and 22C (as defined therein).  The Founder Stockholders initially includes DO Holdings (WA), LLC, HSKB Funds, LLC, and HSKB Funds II, LLC.  In addition, the Other Parties are party to a Stockholders Agreement (the “Stockholders Agreement”) dated as of June 3, 2020, among ZoomInfo Technologies Inc. (the “Issuer”) and the Other Parties.

 

By virtue of being a party to the Proxy, each of the Reporting Persons on this Schedule 13G may be deemed to be members of a “group”, as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, with the Other Parties. The parties to the Stockholders Agreement and the Irrevocable Proxy hold, in the aggregate, more than 50% of the voting power for the election of directors of the Issuer. The share ownership reported for the Reporting Persons does not include any securities of the Issuer owned by the Other Parties, and each of the Reporting Persons disclaims beneficial ownership of the securities beneficially owned by the Other Parties.

 

Not applicable.

 

Not applicable.

	SCHEDULE 13G
CUSIP No. 98980F104		Page 17 of 22

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 16, 2021

22C DiscoverOrg Advisors, LLC
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Managing Member
By:	/s/ David Randall Winn
Name:	David Randall Winn
Title:	Managing Member

22C DiscoverOrg Investors, LLC
By:	22C DiscoverOrg MM, LLC, its managing member
By:	22C DiscoverOrg Advisors, LLC, its managing member
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Managing Member
By:	/s/ David Randall Winn
Name:	David Randall Winn
Title:	Managing Member

22C Magellan Holdings LLC
	22C DISCOVERORG INVESTORS, LLC, its member
By:	22C DiscoverOrg MM, LLC, its managing member
By:	22C DiscoverOrg Advisors, LLC, its managing member
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Managing Member
By:	/s/ David Randall Winn
Name:	David Randall Winn
Title:	Managing Member
	22C CAPITAL I, L.P., its member
By:	22C Capital GP I, L.L.C., its general partner
By:	22C Capital GP I MM LLC, its managing member
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Member
By:	/s/ David Randall Winn
Name:	David Randall Winn
Title:	Member
	22C DISCOVERORG CP, L.P., its member
By:	22C Capital GP I, L.L.C., its general partner
By:	22C Capital GP I MM LLC, its managing member
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Member
By:	/s/ David Randall Winn
Name:	David Randall Winn
Title:	Member
	HAL AVIDANO
	/s/ Hal Avidano

	SCHEDULE 13G
CUSIP No. 98980F104		Page 18 of 22

22C Capital GP I MM LLC
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Member
By:	/s/ David Randall Winn
Name:	David Randall Winn
Title:	Member

22C Capital GP I, L.L.C.
By:	22C Capital GP I MM LLC, its managing member
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Member
By:	/s/ David Randall Winn
Name:	David Randall Winn
Title:	Member

22C DiscoverOrg MM, LLC
By:	22C DiscoverOrg Advisors, LLC, its managing member
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Managing Member
By:	/s/ David Randall Winn
Name:	David Randall Winn
Title:	Managing Member
22C Capital I-A, L.P .
By:	22C Capital GP I, L.L.C., its general partner
By:	22C Capital GP I MM LLC, its managing member
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Member
By:	/s/ David Randall Winn
Name:	David Randall Winn
Title:	Member

	SCHEDULE 13G
CUSIP No. 98980F104		Page 19 of 22

LIST OF EXHIBITS

	SCHEDULE 13G
CUSIP No. 98980F104		Page 21 of 22

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of ZoomInfo Technologies Inc. dated as of February 16, 2021 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: February 16, 2021

22C DiscoverOrg Advisors, LLC
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Managing Member

22C DiscoverOrg Investors, LLC
By:	22C DiscoverOrg MM, LLC, its managing member
By:	22C DiscoverOrg Advisors, LLC, its managing member
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Managing Member

22C Magellan Holdings LLC
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Officer with Title of Authorized Signatory

22C Capital GP I MM LLC
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Member

22C Capital GP I, L.L.C.
By:	22C Capital GP I MM LLC, its managing member
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Member

22C DiscoverOrg MM, LLC
By:	22C DiscoverOrg Advisors, LLC, its managing member
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Managing Member

	SCHEDULE 13G
CUSIP No. 98980F104		Page 22 of 22

22C Capital I-A, LP
By:	22C Capital GP I, L.L.C., its general partner
By:	22C Capital GP I MM LLC, its managing member
By:	/s/ Eric J. Edell
Name:	Eric J. Edell
Title:	Managing Member

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