Filing Details
- Accession Number:
- 0001209191-21-051502
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-08-13 20:24:51
- Reporting Period:
- 2021-08-11
- Accepted Time:
- 2021-08-13 20:24:51
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1794515 | Zoominfo Technologies Inc. | ZI | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1356054 | Todd Crockett | C/O Zoominfo Technologies, Inc 805 Broadway Street, Suite 900 Vancouver WA 98660 | Yes | 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 | 2021-08-11 | 3,734,187 | $0.00 | 3,734,187 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-08-11 | 96,399 | $0.00 | 96,399 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-08-11 | 644,891 | $0.00 | 644,891 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-08-11 | 138,686 | $0.00 | 138,686 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-08-11 | 4,605 | $0.00 | 4,605 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-08-11 | 244,196 | $0.00 | 244,196 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-08-11 | 219,086 | $0.00 | 219,086 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-08-11 | 18,420 | $0.00 | 18,420 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-08-11 | 976,785 | $0.00 | 976,785 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Acquisiton | 2021-08-11 | 876,343 | $0.00 | 876,343 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2021-08-11 | 3,734,187 | $62.00 | 0 | No | 4 | S | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2021-08-11 | 96,399 | $62.00 | 0 | No | 4 | S | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2021-08-11 | 644,891 | $62.00 | 0 | No | 4 | S | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2021-08-11 | 138,686 | $62.00 | 0 | No | 4 | S | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2021-08-11 | 4,605 | $62.00 | 0 | No | 4 | S | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2021-08-11 | 244,196 | $62.00 | 0 | No | 4 | S | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2021-08-11 | 219,086 | $62.00 | 0 | No | 4 | S | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2021-08-11 | 18,420 | $62.00 | 0 | No | 4 | S | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2021-08-11 | 976,785 | $62.00 | 0 | No | 4 | S | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2021-08-11 | 876,343 | $62.00 | 0 | No | 4 | S | Indirect | See Footnotes |
| 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 | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | S | Indirect | See Footnotes |
| No | 4 | S | Indirect | See Footnotes |
| No | 4 | S | Indirect | See Footnotes |
| No | 4 | S | Indirect | See Footnotes |
| No | 4 | S | Indirect | See Footnotes |
| No | 4 | S | Indirect | See Footnotes |
| No | 4 | S | Indirect | See Footnotes |
| No | 4 | S | Indirect | See Footnotes |
| No | 4 | S | Indirect | See Footnotes |
| No | 4 | S | Indirect | See Footnotes |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Units of ZoomInfo Holdings LLC | Disposition | 2021-08-11 | 3,734,187 | $0.00 | 3,734,187 | $0.00 |
| Class A Common Stock | Units of ZoomInfo Holdings LLC | Disposition | 2021-08-11 | 96,399 | $0.00 | 96,399 | $0.00 |
| Class A Common Stock | Units of ZoomInfo Holdings LLC | Disposition | 2021-08-11 | 644,891 | $0.00 | 644,891 | $0.00 |
| Class A Common Stock | Units of ZoomInfo Holdings LLC | Disposition | 2021-08-11 | 138,686 | $0.00 | 138,686 | $0.00 |
| Class A Common Stock | Units of ZoomInfo Holdings LLC | Disposition | 2021-08-11 | 4,605 | $0.00 | 4,605 | $0.00 |
| Class A Common Stock | Units of ZoomInfo Holdings LLC | Disposition | 2021-08-11 | 244,196 | $0.00 | 244,196 | $0.00 |
| Class A Common Stock | Units of ZoomInfo Holdings LLC | Disposition | 2021-08-11 | 219,086 | $0.00 | 219,086 | $0.00 |
| Class A Common Stock | Class C Common Stock | Disposition | 2021-08-11 | 18,420 | $0.00 | 18,420 | $0.00 |
| Class A Common Stock | Class C Common Stock | Disposition | 2021-08-11 | 976,785 | $0.00 | 976,785 | $0.00 |
| Class A Common Stock | Class C Common Stock | Disposition | 2021-08-11 | 876,343 | $0.00 | 876,343 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 35,184,367 | No | 4 | C | Indirect | ||
| 908,297 | No | 4 | C | Indirect | ||
| 6,076,307 | No | 4 | C | Indirect | ||
| 1,306,732 | No | 4 | C | Indirect | ||
| 44,574 | No | 4 | C | Indirect | ||
| 2,363,209 | No | 4 | C | Indirect | ||
| 2,122,157 | No | 4 | C | Indirect | ||
| 173,553 | No | 4 | C | Indirect | ||
| 9,203,486 | No | 4 | C | Indirect | ||
| 8,257,100 | No | 4 | C | Indirect |
Footnotes
- Units of ZoomInfo Holdings LLC ("Opco"), which represent limited liability company units of Opco and a corresponding number of shares of Class B Common Stock of the Issuer, were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer pursuant to the amended and restated limited liability company agreement of Opco.
- Securities are held by TA XI DO AIV, L.P. ("XI DO AIV").
- TA Associates, L.P. is the ultimate general partner of each of XI DO, SDF III Feeder, Atlantic & Pacific VII-B, XI DO AIV, SDF III DO, Atlantic & Pacific VII-A, Investors IV, AP VII-B, SDF III DO AIV II and XI DO AIV II (collectively, the "TA Associates Funds"). Investment and voting control of the TA Associates Funds is held by TA Associates, L.P. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest in such securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
- Securities are held by TA SDF III DO AIV, L.P. ("SDF III DO").
- Securities are held by TA Atlantic & Pacific VII-A, L.P. ("Atlantic & Pacific VII-A").
- Securities are held by TA Investors IV, L.P. ("Investors IV").
- Securities are held by TA SDF III DO AIV II, L.P. ("SDF III DO AIV II").
- Securities are held by TA XI DO AIV II, L.P. ("XI DO AIV II").
- Securities are held by TA AP VII-B DO Subsidiary Partnership, L.P. ("AP VII-B").
- Shares of the Issuer's Class C Common Stock were converted on a one-for-one basis for shares of Class A Common Stock of the Issuer.
- Securities are held by TA SDF III DO Feeder, L.P. ("SDF III Feeder").
- Securities are held by TA XI DO Feeder, L.P ("XI DO").
- Securities are held by TA Atlantic & Pacific VII-B, L.P. ("Atlantic & Pacific VII-B").
- The sales reported in this Form 4 were effected pursuant to an underwritten secondary offering that closed on August 11, 2021.
- Units of Opco represent limited liability company units of Opco and a corresponding number of shares of Class B Common Stock of the Issuer, which together are exchangeable at the option of the holder on a one-for-one basis for shares of Class A Common Stock of the Issuer, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications, pursuant to the amended and restated limited liability company agreement of Opco and have no expiration date. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof and (ii) only confer ten-to-one voting rights on the holders thereof.
- The Class C Common Stock is convertible at the option of the holder on a one-for-one basis for shares of Class A Common Stock of the Issuer and has no expiration date. Upon any transfer of shares of Class C Common Stock, whether or not for value, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain transfers described in the Issuer's amended and restated certificate of incorporation. The shares of Class C Common Stock will convert automatically into Class A Common Stock, on a one-for-one basis, when the aggregate number of outstanding shares of the Company's Class B Common Stock and Class C Common Stock represents less than 5% of the aggregate number of the Company's outstanding shares of Common Stock. The shares of Class C Common Stock have ten votes per share.
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