ZoomInfo Technologies Inc. — Director's Dealing 2020

Jun 4, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ZoomInfo Technologies Inc. (ZI)
CIK: 0001794515
Period of Report: 2020-06-04

Reporting Person: Mironov Jason (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class C Common Stock	$		Class A Common Stock (17315904.0)		Indirect
Class C Common Stock	$		Class A Common Stock (326537.0)		Indirect
Class C Common Stock	$		Class A Common Stock (15535322.0)		Indirect
Units of ZoomInfo Holdings LLC	$		Class A Common Stock (66197636.0)		Indirect
Units of ZoomInfo Holdings LLC	$		Class A Common Stock (1708916.0)		Indirect
Units of ZoomInfo Holdings LLC	$		Class A Common Stock (11432270.0)		Indirect
Units of ZoomInfo Holdings LLC	$		Class A Common Stock (2458550.0)		Indirect
Units of ZoomInfo Holdings LLC	$		Class A Common Stock (3883830.0)		Indirect
Units of ZoomInfo Holdings LLC	$		Class A Common Stock (81634.0)		Indirect
Units of ZoomInfo Holdings LLC	$		Class A Common Stock (4328976.0)		Indirect

Footnotes

F1: As described in Issuer's Registration Statement on Form S-1 (Registration No. 333-236674) (the "Registration Statement"), 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.

F2: Shares of Class C Common Stock of the Issuer are held by TA XI DO Feeder, L.P ("XI DO").

F3: 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 therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owners of such securities for Section 16 or any other purpose.

F4: Shares of Class C Common Stock of the Issuer are held by TA SDF III DO Feeder, L.P. ("SDF III Feeder").

F5: Shares of Class C Common Stock of the Issuer are held by TA Atlantic & Pacific VII-B, L.P. ("Atlantic & Pacific VII-B").

F6: Units of ZoomInfo Holdings LLC ("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 has 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.

F7: Securities are held by TA XI DO AIV, L.P. ("XI DO AIV").

F8: Securities are held by TA SDF III DO AIV, L.P. ("SDF III DO").

F9: Securities are held by TA Atlantic & Pacific VII-A, L.P. ("Atlantic & Pacific VII-A").

F10: Securities are held by TA Investors IV, L.P. ("Investors IV").

F11: Securities are held by TA AP VII-B DO Subsidiary Partnership, L.P. ("AP VII-B").

F12: Securities are held by TA SDF III DO AIV II, L.P. ("SDF III DO AIV II").

F13: Securities are held by TA XI DO AIV II, L.P. ("XI DO AIV II").