Filing Details

Accession Number:
0000905148-20-000917
Form Type:
4
Zero Holdings:
No
Publication Time:
2020-08-26 16:31:19
Reporting Period:
2020-06-03
Accepted Time:
2020-08-26 16:31:19
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1794515 Zoominfo Technologies Inc. ZI () DE
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1629062 Fivew Discoverorg Llc 70 East 55Th Street
14Th Floor
New York NY 10022
No No No No
1813116 Randall David Winn C/O Zoominfo Technologies Inc.
805 Broadway Street, Suite 900
Vancouver WA 98660
No No No No
1813869 Fivew Capital Llc 70 East 55Th Street
14Th Floor
New York NY 10021
No No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2020-08-24 1,408,424 $0.00 1,408,424 No 4 C Indirect See footnotes
Class A Common Stock Acquisiton 2020-08-24 37,942 $0.00 37,942 No 4 C Indirect See footnotes
Class A Common Stock Acquisiton 2020-08-24 99,501 $0.00 99,501 No 4 C Direct
Class A Common Stock Acquisiton 2020-08-24 374,462 $0.00 374,462 No 4 C Indirect See footnote
Class A Common Stock Disposition 2020-08-24 1,408,424 $35.80 0 No 4 S Indirect See footnotes
Class A Common Stock Disposition 2020-08-24 37,942 $35.80 0 No 4 S Indirect See footnotes
Class A Common Stock Disposition 2020-08-24 99,501 $35.80 0 No 4 S Direct
Class A Common Stock Disposition 2020-08-24 374,462 $35.80 0 No 4 S Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See footnotes
No 4 C Indirect See footnotes
No 4 C Direct
No 4 C Indirect See footnote
No 4 S Indirect See footnotes
No 4 S Indirect See footnotes
No 4 S Direct
No 4 S Indirect See footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Class C Common Stock Acquisiton 2020-06-03 3,201,378 $0.00 3,201,378 $0.00
Class A Common Stock Class C Common Stock Acquisiton 2020-06-03 483,048 $0.00 483,048 $0.00
Class A Common Stock LLC Units of ZoomInfo Holdings LLC Acquisiton 2020-06-03 1,496,269 $0.00 1,496,269 $0.00
Class A Common Stock LLC Units of ZoomInfo Holdings LLC Acquisiton 2020-06-03 5,631,031 $0.00 5,631,031 $0.00
Class A Common Stock LLC Units of ZoomInfo Holdings LLC Acquisiton 2020-06-03 17,978,075 $0.00 17,978,075 $0.00
Class A Common Stock LLC Units of ZoomInfo Intermediate Holdings LLC Acquisiton 2020-06-03 87,500 $0.00 87,500 $0.00
Class A Common Stock Class C Common Stock Disposition 2020-08-24 212,890 $0.00 212,890 $0.00
Class A Common Stock Class C Common Stock Disposition 2020-08-24 32,123 $0.00 32,123 $0.00
Class A Common Stock LLC Units of ZoomInfo Holdings LLC Disposition 2020-08-24 99,501 $0.00 99,501 $0.00
Class A Common Stock LLC Units of ZoomInfo Holdings LLC Disposition 2020-08-24 374,462 $0.00 374,462 $0.00
Class A Common Stock LLC Units of ZoomInfo Holdings LLC Disposition 2020-08-24 1,195,534 $0.00 1,195,534 $0.00
Class A Common Stock LLC Units of ZoomInfo Intermediate Holdings LLC Disposition 2020-08-24 5,819 $0.00 5,819 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
3,201,378 No 4 A Indirect
483,048 No 4 A Indirect
1,496,269 No 4 A Direct
5,631,031 No 4 A Indirect
17,978,075 No 4 A Indirect
87,500 No 4 A Indirect
2,988,488 No 4 C Indirect
450,925 No 4 C Indirect
1,396,768 No 4 C Direct
5,256,569 No 4 C Indirect
16,782,541 No 4 C Indirect
81,681 No 4 C Indirect
Footnotes
  1. These shares are held directly by FiveW DiscoverOrg, LLC, whose managing member is FiveW Capital LLC. D. Randall Winn is the managing member of FiveW Capital LLC and, in such capacity, exercises voting and investment power over the shares held directly by FiveW DiscoverOrg, LLC. Each of FiveW DiscoverOrg, LLC, FiveW Capital LLC and Mr. Winn disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
  2. These shares are held directly following this offering by 22C Magellan Holdings LLC, whose two principal members are 22C DiscoverOrg Investors, LLC and 22C Capital I, L.P. 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.
  3. These shares are held directly by 22C Capital I-A, L.P.
  4. 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 Edell and D. Randall Winn are co-managing members of 22C DiscoverOrg Advisors, LLC and co-members of 22C Capital GP I MM LLC and, in such capacities, exercise voting or investment power over the shares held directly by each of 22C Magellan Holdings LLC and by 22C Capital I-A, L.P. Each of the 22C Capital reporting persons, Mr. Edell and Mr. Winn disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the shares for purposes of Section 16 of the Exchange Act, or for any other purpose.
  5. Shares of the Issuer's Class C common stock ("Class C Common Stock") have ten votes per share and are convertible into shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis at the discretion of the holder. These conversion rights do not expire. In addition, each share of Class C Common Stock will convert automatically into one share of Class A Common Stock pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation (the "Charter"), including upon any transfer, whether or not for value, except for certain affiliate transfers described in the Charter.
  6. Pursuant to the terms of the limited liability company agreement for ZoomInfo Holdings LLC ("OpCo"), limited liability company units of OpCo ("OpCo Units") and an equal number of shares of the Issuer's Class B common stock ("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.
  7. Pursuant to the terms of the limited liability company agreement for ZoomInfo Intermediate Holdings LLC ("HoldCo"), limited liability company units of HoldCo ("HoldCo 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.
  8. On June 3, 2020, in connection with the initial public offering ("IPO") of the Issuer's Class A Common Stock and prior to the effectiveness of the registration of the Issuer's Class A Common Stock under Section 12 of the Exchange Act, the Issuer effected a series of reorganization transactions, as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-236674) (the "Registration Statement"), pursuant to which certain of the reporting persons received shares of Class C Common Stock, OpCo Units and HoldCo Units.
  9. This transaction occurred prior to the effectiveness of the registration of the Issuer's Class A Common Stock under Section 12 of the Exchange Act and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Exchange Act. The securities covered by such transaction were previously included on the reporting persons' Form 3.