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: Hays Joseph Christopher (Chief Revenue Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
LTIP Units of ZoomInfo Holdings LLC	$		Class A Common Stock (47620.0)		Direct
Class P Units of ZoomInfo Holdings LLC	$4.0		Class A Common Stock (350704.0)		Direct
Class P Units of ZoomInfo Holdings LLC	$6.56		Class A Common Stock (876759.0)		Direct
Class P Units of ZoomInfo Holdings LLC	$6.56		Class A Common Stock (70000.0)		Direct
Class P Units of ZoomInfo Holdings LLC	$21.0		Class A Common Stock (90000.0)		Direct
HSKB Phantom Units	$		Class A Common Stock (22500.0)		Direct
LLC Units of HSKB Funds, LLC	$		Class A Common Stock (255124.0)		Direct

Footnotes

F1: Reflects LTIP Units of ZoomInfo Holdings LLC ("OpCo") that generally vest as follows: (a) one-third vest on December 3, 2022, (b) one-third vest on December 3, 2023, and (c) one-third vest on December 3, 2024. Each vested LTIP Unit shall be automatically converted into Class A Common Units of OpCo (together with corresponding shares of the Issuer's Class B common stock ("Class B Common Stock")) which would then be exchangeable for shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis at the discretion of the holder, 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.

F2: Reflects Class P limited liability company units of OpCo ("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 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. Of these Class P Units, 50% vest July 1, 2020, and the remaining 50% vest in equal monthly installments during the 24 months thereafter.

F3: Reflects Class P Units that vest as follows: (a) 50% vest February 1, 2021, and the remaining 50% vest in equal monthly installments during the 24 months thereafter. The number reflected in Table II reflects the number of Class P Units held by the Reporting Person.

F4: Reflects Class P Units that vest as follows: (a) 50% vest October 1, 2021, and the remaining 50% vest in equal monthly installments during the 24 months thereafter. The number reflected in Table II reflects the number of Class P Units held by the Reporting Person.

F5: Reflects Class P Units that vest as follows: (a) one-third vest on December 3, 2022, (b) one-third vest on December 3, 2023, and (c) one-third vest on December 3, 2024. The number reflected in Table II reflects the number of Class P Units held by the Reporting Person.

F6: Reflects phantom units of HSKB Funds, LLC ("HSKB Phantom Units") that, upon vesting, will settle in cash or into OpCo Units which are then automatically exchanged in shares of Class A Common Stock, or a combination thereof at the Issuer's discretion. These HSKB Phantom Units generally vest with respect to 50% of such HSKB Phantom Units on July 1, 2021, and with respect to the remaining 50% of such HSKB Phantom Units in equal monthly installments over the two year period following July 1, 2021, in each case, subject to a continued service relationship through such vesting dates, subject to potential accelerated vesting upon certain change in control events.

F7: Reflects limited liability company units of HSKB Funds, LLC ("HSKB Units"), each of which represents the economic value of one 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 September 1, 2020, 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.