Home > Insider Trading > Filing (0001794515-21-000224)

Filing Details

Accession Number:: 0001794515-21-000224
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-08-06 21:27:25
Reporting Period:: 2021-08-04

Accepted Time:: 2021-08-06 21:27:25
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
1813655	Christopher Joseph Hays	C/O Zoominfo Technologies Inc., 805 Broadway Street, Suite 900 Vancouver WA 98660	Chief Operating Officer	No	Yes	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2021-08-04	3,273	$0.00	3,273	No	4	M	Direct
Class A Common Stock	Acquisiton	2021-08-04	11,718	$0.00	14,991	No	4	M	Direct
Class A Common Stock	Disposition	2021-08-04	3,273	$58.64	11,718	No	4	S	Direct
Class A Common Stock	Disposition	2021-08-04	4,612	$56.50	7,106	No	4	F	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	F	Direct

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	LLC Units of HSKB Funds, LLC	Disposition	2021-08-04	10,632	$0.00	10,632	$0.00
Class A Common Stock	LLC Units of ZoomInfo Holdings LLC	Acquisiton	2021-08-04	10,632	$0.00	10,632	$0.00
Class A Common Stock	LLC Units of ZoomInfo Holdings LLC	Disposition	2021-08-04	3,273	$0.00	3,273	$0.00
Class A Common Stock	HSKB Phantom Units	Disposition	2021-08-04	11,718	$0.00	11,718	$0.00
Class A Common Stock	LLC Units of ZoomInfo Intermediate Holdings LLC	Acquisiton	2021-08-04	11,718	$0.00	11,718	$0.00
Class A Common Stock	LLC Units of ZoomInfo Intermediate Holdings LLC	Disposition	2021-08-04	11,718	$0.00	11,718	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
69,098	No	4	M	Direct
107,341	No	4	M	Direct
104,068	No	4	M	Direct
10,782	No	4	M	Direct
11,718	No	4	M	Direct
0	No	4	M	Direct

Footnotes

On August 4, 2021, upon vesting, limited liability company units of HSKB Funds, LLC ("HSKB Units") settled into 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"). A portion of 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") as described herein.
Reflects phantom units of HSKB Funds II, LLC ("HSKB Phantom Units") that upon vesting settled into limited liability company units ("HoldCo Units") of ZoomInfo Intermediate Holdings LLC ("HoldCo") together with an equal number of shares of Class B common stock of ZoomInfo. These HoldCo Units and shares of Class B Common Stock were automatically exchanged for shares of ZoomInfo's Class A Common Stock on a one-for-one basis, as described herein.
Reflects shares sold to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Units reported herein.
Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Phantom Units reported herein.
Each of these HSKB Units represents the economic value of one OpCo Unit. Upon vesting, each HSKB Unit settles into an OpCo Unit and a share of Class B Common Stock, which together may be exchanged 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 shares.
Reflects an original amount of 255,124 HSKB Units of which 101,297 vested on December 5, 2020, 42,208 vested on December 14, 2020 and the remaining unvested portion vests in twenty-one equal monthly installments beginning on January 1, 2021, subject to accelerated vesting upon certain change in control events and other vesting conditions.
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.
These HSKB Phantom Units, upon vesting, settle in cash or into HoldCo Units which are then automatically exchanged into shares of Class A Common Stock, or a combination thereof at the ZoomInfo's discretion.
Reflects an original amount of 22,500 HSKB Phantom Units of which 50% vested on July 1, 2021 and with the remaining HSKB Phantom Units vesting in equal monthly installments over the two year period following July 1, 2021, in each case, subject to a continued service relationship through such vesting dates, subject to potential accelerated vesting upon certain change in control events and other vesting conditions.
Pursuant to the terms of the HoldCo's Amended and Restated Limited Liability Company Agreement, HoldCo Units and an equal number of shares of Class B Common Stock, together are automatically exchanged 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. These exchange rights do not expire. Shares of Class B Common Stock have no economic value and have 10 votes per share.