ZoomInfo Technologies Inc. — Director's Dealing 2020

Aug 26, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZoomInfo Technologies Inc. (ZI)
CIK: 0001794515
Period of Report: 2020-06-03

Reporting Person: Crockett Todd (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-24	Class A Common Stock	C	4402119	—	Acquired	4402119	Indirect
2020-08-24	Class A Common Stock	C	113642	—	Acquired	113642	Indirect
2020-08-24	Class A Common Stock	C	760241	—	Acquired	760241	Indirect
2020-08-24	Class A Common Stock	C	163492	—	Acquired	163492	Indirect
2020-08-24	Class A Common Stock	C	5429	—	Acquired	5429	Indirect
2020-08-24	Class A Common Stock	C	287875	—	Acquired	287875	Indirect
2020-08-24	Class A Common Stock	C	258273	—	Acquired	258273	Indirect
2020-08-24	Class A Common Stock	C	21714	—	Acquired	21714	Indirect
2020-08-24	Class A Common Stock	C	1151501	—	Acquired	1151501	Indirect
2020-08-24	Class A Common Stock	C	1033092	—	Acquired	1033092	Indirect
2020-08-24	Class A Common Stock	S	4402119	$35.7975	Disposed	0	Indirect
2020-08-24	Class A Common Stock	S	113642	$35.7975	Disposed	0	Indirect
2020-08-24	Class A Common Stock	S	760241	$35.7975	Disposed	0	Indirect
2020-08-24	Class A Common Stock	S	163492	$35.7975	Disposed	0	Indirect
2020-08-24	Class A Common Stock	S	5429	$35.7975	Disposed	0	Indirect
2020-08-24	Class A Common Stock	S	287875	$35.7975	Disposed	0	Indirect
2020-08-24	Class A Common Stock	S	258273	$35.7975	Disposed	0	Indirect
2020-08-24	Class A Common Stock	S	21714	$35.7975	Disposed	0	Indirect
2020-08-24	Class A Common Stock	S	1151501	$35.7975	Disposed	0	Indirect
2020-08-24	Class A Common Stock	S	1033092	$35.7975	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-03	Units of ZoomInfo Holdings LLC	$	A	66197636	Acquired		Class A Common Stock (66197636)	Indirect
2020-06-03	Units of ZoomInfo Holdings LLC	$	A	1708916	Acquired		Class A Common Stock (1708916)	Indirect
2020-06-03	Units of ZoomInfo Holdings LLC	$	A	11432270	Acquired		Class A Common Stock (11432270)	Indirect
2020-06-03	Units of ZoomInfo Holdings LLC	$	A	2458550	Acquired		Class A Common Stock (2458550)	Indirect
2020-06-03	Units of ZoomInfo Holdings LLC	$	A	81634	Acquired		Class A Common Stock (81634)	Indirect
2020-06-03	Units of ZoomInfo Holdings LLC	$	A	4328976	Acquired		Class A Common Stock (4328976)	Indirect
2020-06-03	Units of ZoomInfo Holdings LLC	$	A	3883830	Acquired		Class A Common Stock (3883830)	Indirect
2020-06-03	Class C Common Stock	$	A	326537	Acquired		Class A Common Stock (326537)	Indirect
2020-06-03	Class C Common Stock	$	A	17315904	Acquired		Class A Common Stock (17315904)	Indirect
2020-06-03	Class C Common Stock	$	A	15535322	Acquired		Class A Common Stock (15535322)	Indirect
2020-08-24	Units of ZoomInfo Holdings LLC	$	C	4402119	Disposed		Class A Common Stock (4402119)	Indirect
2020-08-24	Units of ZoomInfo Holdings LLC	$	C	113642	Disposed		Class A Common Stock (113642)	Indirect
2020-08-24	Units of ZoomInfo Holdings LLC	$	C	760241	Disposed		Class A Common Stock (760241)	Indirect
2020-08-24	Units of ZoomInfo Holdings LLC	$	C	163492	Disposed		Class A Common Stock (163492)	Indirect
2020-08-24	Units of ZoomInfo Holdings LLC	$	C	5429	Disposed		Class A Common Stock (5429)	Indirect
2020-08-24	Units of ZoomInfo Holdings LLC	$	C	287875	Disposed		Class A Common Stock (287875)	Indirect
2020-08-24	Units of ZoomInfo Holdings LLC	$	C	258273	Disposed		Class A Common Stock (258273)	Indirect
2020-08-24	Class C Common Stock	$	C	21714	Disposed		Class A Common Stock (21714)	Indirect
2020-08-24	Class C Common Stock	$	C	1151501	Disposed		Class A Common Stock (1151501)	Indirect
2020-08-24	Class C Common Stock	$	C	1033092	Disposed		Class A Common Stock (1033092)	Indirect

Footnotes

F1: Units of ZoomInfo Holdings LLC ("Opco"), which represent limited liability company units of Opco and a corresponding number of shares of Class B Common Stock of the Issuer, were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer pursuant to the amended and restated limited liability company agreement of Opco.

F2: Securities are held by TA XI DO AIV, L.P. ("XI DO AIV").

F3: Securities are held by TA SDF III DO AIV, L.P. ("SDF III DO").

F4: Securities are held by TA Atlantic & Pacific VII-A, L.P. ("Atlantic & Pacific VII-A").

F5: Securities are held by TA Investors IV, L.P. ("Investors IV").

F6: Securities are held by TA SDF III DO AIV II, L.P. ("SDF III DO AIV II").

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

F8: Securities are held by TA AP VII-B DO Subsidiary Partnership, L.P. ("AP VII-B").

F9: Shares of the Issuer's Class C Common Stock were converted on a one-for-one basis for shares of Class A Common Stock of the Issuer.

F10: Securities are held by TA SDF III DO Feeder, L.P. ("SDF III Feeder").

F11: Securities are held by TA XI DO Feeder, L.P ("XI DO").

F12: Securities are held by TA Atlantic & Pacific VII-B, L.P. ("Atlantic & Pacific VII-B").

F13: 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 in such securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F14: Units of 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 have 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.

F15: On June 3, 2020, in connection with the initial public offering ("IPO") of the Issuer's Class A Common Stock and prior to the effectiveness of the Issuer's registration under Section 12 of the Securities Exchange Act of 1934, the Issuer effected a series of reorganization transactions, as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-236674) (the "Registration Statement"), pursuant to which certain of the TA Associates Funds received shares of Class C Common Stock and units of Opco.

F16: As described in 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.

F17: This transaction occurred prior to the effectiveness of the Issuer's registration under Section 12 of the Securities Exchange Act of 1934 and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3.