ZoomInfo Technologies Inc. — Director's Dealing 2020

Dec 10, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZoomInfo Technologies Inc. (ZI)
CIK: 0001794515
Period of Report: 2020-12-08

Reporting Person: Keren Nir (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-08	Class A Common Stock	M	330000	$6.56	Acquired	330000	Direct
2020-12-08	Class A Common Stock	F	49426	$43.80	Disposed	280574	Direct
2020-12-08	Class A Common Stock	S	188309	$42.02	Disposed	92265	Direct
2020-12-08	Class A Common Stock	S	59334	$43.01	Disposed	32931	Direct
2020-12-08	Class A Common Stock	S	32931	$43.83	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-08	Class P Units of ZoomInfo Holdings LLC	$6.56	M	330000	Disposed		Class A Common Stock (330000.0)	Direct

Footnotes

F1: Reflects Class P limited liability company units of ZoomInfo Holdings LLC ("Class P Units") which are profits interests that are economically similar to a stock settled stock option. Vested Class P units are exchangeable, at the holder's election, into a number of shares of Class A common stock ("Class A Common Stock") of ZoomInfo Technologies Inc. (the "Issuer") equal in value to the "spread value" represented by the excess of the value of shares of Class A Common Stock at the time of exchange above the "distribution threshold" associated with the Class P Units, multiplied by the number of Class P Units being exchanged. The number reflected in Table II reflects the number of Class P Units held by the Reporting Person.

F2: Reflects shares deemed to be withheld in connection with the exchange of Class P Units described herein.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $41.56 to $42.54, 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $42.56 to $43.55, 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $43.57 to $44.26, 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.

F7: These Class P Units are fully vested.