Carlyle Group Inc. — Director's Dealing 2020

Dec 8, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZoomInfo Technologies Inc. (ZI)
CIK: 0001794515
Period of Report: 2020-12-04

Reporting Person: Carlyle Group Management L.L.C. (10% Owner)
Reporting Person: Carlyle Group Inc. (10% Owner)
Reporting Person: Carlyle Holdings I GP Inc. (10% Owner)
Reporting Person: Carlyle Holdings I GP Sub L.L.C. (10% Owner)
Reporting Person: Carlyle Holdings I L.P. (10% Owner)
Reporting Person: CG Subsidiary Holdings L.L.C. (10% Owner)
Reporting Person: TC Group, LLC (10% Owner)
Reporting Person: TC Group Sub L.P. (10% Owner)
Reporting Person: Carlyle Holdings II GP L.L.C. (10% Owner)
Reporting Person: Carlyle Holdings II L.L.C. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-04	Class A Common Stock	C	5908798	$0.00	Acquired	5908798	Indirect
2020-12-04	Class B Common Stock	J	2500869	$0.00	Disposed	39453764	Indirect
2020-12-04	Class A Common Stock	S	5908798	$43.875	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-04	LLC Units of ZoomInfo Holdings LLC	$	C	2500869	Disposed		Class A Common Stock (2500869)	Indirect
2020-12-04	Class C Common Stock	$	C	3407929	Disposed		Class A Common Stock (3407929)	Indirect

Footnotes

F1: Following the transactions reported herein, includes (i) 39,453,764 LLC Units of ZoomInfo Holdings LLC ("OpCo Units") and shares of Class B Common Stock held by Carlyle Partners VI Evergreen Holdings, L.P. ("Carlyle Evergreen"), (ii) 39,673,287 shares of Class C Common Stock held of record by CP VI Evergreen Holdings, L.P. ("CP VI Evergreen") and (iii) 14,090,268 shares of Class C Common Stock held of record by Carlyle Partners VI Dash Holdings, L.P. ("Carlyle VI Dash").

F2: Carlyle Group Management L.L.C. holds an irrevocable proxy to vote a majority of the shares of The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq. The Carlyle Group Inc. is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities held of record by Carlyle Evergreen and CP VI Evergreen, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VI S1, L.L.C., which is the general partner of TC Group VI S1, L.P., which is the general partner of Carlyle Evergreen and CP VI Evergreen.

F3: Cont'd. The Carlyle Group Inc. is also the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities held of record by Carlyle VI Dash, is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of TC Group VI, L.L.C., which is the general partner of TC Group VI, L.P., which is the general partner of Carlyle VI Dash.

F4: Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of the OpCo Units in to Class A Common Stock.

F5: The 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 certain exceptions, conditions and adjustments, and have no expiration date.

F6: The Class C Common Stock may be converted into shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.