Filing Details
- Accession Number:
- 0001794515-21-000103
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-04-19 18:04:48
- Reporting Period:
- 2021-04-15
- Accepted Time:
- 2021-04-19 18:04:48
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1794515 | Zoominfo Technologies Inc. | ZI | Services-Prepackaged Software (7372) | 843721253 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1813217 | Henry Schuck | C/O Zoominfo Technologies Inc., 805 Broadway Street, Suite 900 Vancouver, WA 98660 | Chief Executive Officer | Yes | Yes | Yes | 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 | 2021-04-15 | 262,665 | $0.00 | 262,665 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2021-04-15 | 206,336 | $47.53 | 56,329 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2021-04-15 | 38,150 | $48.52 | 18,179 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2021-04-15 | 18,179 | $49.49 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2021-04-16 | 137,335 | $0.00 | 137,335 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2021-04-16 | 105,527 | $46.97 | 31,808 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2021-04-16 | 31,808 | $47.79 | 0 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | LLC Units of HSKB Funds, LLC | Disposition | 2021-04-15 | 262,665 | $0.00 | 262,665 | $0.00 |
| Class A Common Stock | LLC Units of ZoomInfo Holdings LLC | Acquisiton | 2021-04-15 | 262,665 | $0.00 | 262,665 | $0.00 |
| Class A Common Stock | LLC Units of ZoomInfo Holdings LLC | Disposition | 2021-04-15 | 262,665 | $0.00 | 262,665 | $0.00 |
| Class A Common Stock | LLC Units of HSKB Funds, LLC | Disposition | 2021-04-16 | 137,335 | $0.00 | 137,335 | $0.00 |
| Class A Common Stock | LLC Units of ZoomInfo Holdings LLC | Acquisiton | 2021-04-16 | 137,335 | $0.00 | 137,335 | $0.00 |
| Class A Common Stock | LLC Units of ZoomInfo Holdings LLC | Disposition | 2021-04-16 | 137,335 | $0.00 | 137,335 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 5,000,849 | No | 4 | M | Direct | ||
| 262,665 | No | 4 | M | Direct | ||
| 0 | No | 4 | M | Direct | ||
| 4,863,514 | No | 4 | M | Direct | ||
| 137,335 | No | 4 | M | Direct | ||
| 0 | No | 4 | M | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | LLC Units of ZoomInfo Holdings LLC | $0.00 | 30,910,041 | 30,910,041 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 30,910,041 | 30,910,041 | Indirect |
Footnotes
- The transactions reported in this Form 4 were effected pursuant to a 10b5-1 trading plan entered into prior to November 30, 2020.
- On April 15, 2021, 262,665 limited liability company units of HSKB Funds, LLC ("HSKB Units") held directly by the Reporting Person were exchanged for limited liability company units ("OpCo Units") of ZoomInfo Holdings LLC ("OpCo") together with an equal number of shares of Class B common stock ("Class B Common Stock") of ZoomInfo Technologies Inc. ("ZoomInfo" or the "Issuer"). These OpCo Units and shares of Class B Common Stock were exchanged for shares of ZoomInfo's Class A common stock ("Class A Common Stock") which were sold as described herein.
- 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.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $47.04 to $48.03, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $48.04 to $49.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $49.04 to $49.92, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- On April 16, 2021, 137,335 HSKB Units held directly by the Reporting Person were exchanged for OpCo Units together with an equal number of shares of Class B Common Stock. These OpCo Units and shares of Class B Common Stock were exchanged for shares of Class A Common Stock which were sold as described herein.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $46.55 to $47.54, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $47.55 to $47.94, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- Each of these HSKB Units represents the economic value of one OpCo Unit. Each such HSKB Unit is fully vested and is exchangeable, at the Reporting Person's option, into an OpCo Unit and a share of Class B Common Stock, which together are exchangeable by the Issuer for shares of Class A Common Stock on a one-for-one basis, subject to exchange rate adjustments for stock splits, stock dividends, and reclassifications. Shares of Class B Common Stock have no economic value and have 10 votes per share.
- Reflects the Reporting Person's proportionate pecuniary interest in the securities held directly by DO Holdings (WA), LLC.
- Reflects securities held directly by DO Holdings (WA), LLC. DO Holdings (WA), LLC is owned by Henry Schuck and Kirk Brown. The Reporting Person may be deemed to share voting and dispositive power over the securities held by DO Holdings (WA), LLC.
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