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: Schuck Henry (Director, Chief Executive Officer, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class P Units of ZoomInfo Holdings LLC	$4.0		Class A Common Stock (1928870.0)		Direct
Class P Units of ZoomInfo Holdings LLC	$21.0		Class A Common Stock (450000.0)		Direct
LLC Units of ZoomInfo Holdings LLC	$		Class A Common Stock (58647878.0)		Indirect
LLC Units of ZoomInfo Holdings LLC	$		Class A Common Stock (15295355.0)		Indirect
LLC Units of ZoomInfo Intermediate Holdings LLC	$		Class A Common Stock (2778810.0)		Indirect

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. 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 March 12, 2020, and the remaining 50% vest in equal monthly installments during the 24 months thereafter.

F2: Reflects Class P Units that vest as follows: (a) one-third vest on June 3, 2022, (b) one-third vest on June 3, 2023, and (c) one-third vest on June 3, 2024. The number reflected in Table II reflects the number of Class P Units held by the Reporting Person.

F3: Pursuant to the terms of the limited liability company agreement for OpCo, limited liability company units of OpCo ("OpCo Units") and an equal number of shares of Class B Common Stock, together are exchangeable for shares of 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. These exchange rights do not expire. Shares of Class B Common Stock have no economic value and have 10 votes per share.

F4: Reflects securities held directly by DO Holdings (WA), LLC. DO Holdings (WA), LLC is owned by Henry Schuck and Kirk Brown. The Reporting Person may be deemed to share voting and dispositive power over the securities held by DO Holdings (WA), LLC.

F5: Reflects securities held directly by HSKB Funds, LLC.

F6: HSKB Funds, LLC and HSKB Funds II, LLC are managed by HLS Management, LLC. The Reporting Person is the sole member of HLS Management, LLC. The Reporting Person holds 7,363,514 limited liability company units of HSKB Funds, LLC ("HSKB Units"), each of which represents the economic value of one OpCo Unit held by HSKB Funds, LLC. Each such HSKB Unit is fully vested and is exchangeable, at the Reporting Person's option, into an OpCo Unit and a share of Class B Common Stock, which together shall be exchangeable 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.

F7: Pursuant to the terms of the limited liability company agreement for ZoomInfo Intermediate Holdings LLC ("HoldCo"), limited liability company units of HoldCo ("HoldCo Units") and an equal number of shares of Class B Common Stock, together are exchangeable for shares of 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. These exchange rights do not expire. Shares of Class B Common Stock have no economic value and have 10 votes per share.

F8: Reflects securities held directly by HSKB Funds II, LLC.