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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	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

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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

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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	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

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.
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.
These shares are held directly by 22C Capital I-A, L.P.
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.
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.
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.
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.
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.
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.