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: Reid David L (VP of Accounting & Controller)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class P Units of ZoomInfo Holdings LLC	$6.56		Class A Common Stock (35071.0)		Direct
LLC Units of HSKB Funds, LLC	$		Class A Common Stock (7503.0)		Direct

Footnotes

F1: Reflects Class P limited liability company units ("Class P Units") of ZoomInfo Holdings LLC ("OpCo") 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 the Issuer's Class A common stock ("Class A Common Stock") 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. Of these Class P Units, 50% vest on June 3, 2022, and the remaining 50% vest in equal monthly installments during the 24 months thereafter.

F2: Reflects limited liability company units of HSKB Funds, LLC ("HSKB Units"), each of which represents the economic value of one limited liability company unit of OpCo Unit ("OpCo Unit"). Upon vesting, each HSKB Unit will settle into an OpCo Unit and a share of the Issuer's Class B common stock ('Class B Common Stock'), which together shall be exchanged by the Issuer 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 share. These HSKB Units generally vest with respect to 50% of the HSKB Units on April 1, 2021, and 1/24th of the remaining 50% will be eligible to vest on the first day of each subsequent month, subject to accelerated vesting upon certain change in control events.