ZoomInfo Technologies Inc. — Director's Dealing 2021

Nov 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZoomInfo Technologies Inc. (ZI)
CIK: 0001794515
Period of Report: 2021-10-29

Reporting Person: Keren Nir (President, Israel and CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-29	Class A Common Stock	A	972838	—	Acquired	1051647	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-29	Class P Units of ZoomInfo Holdings LLC	$6.56	D	1078166	Disposed		Class A Common Stock (1078166.0)	Direct

Footnotes

F1: On October 29, 2021, pursuant to a reorganization, (the "Reorganization"), ZoomInfo Technologies Inc. (formerly known as ZoomInfo NewCo Inc.) (the "Issuer") became the successor of ZoomInfo Intermediate Inc. (formerly known as ZoomInfo Technologies Inc.) ("ZoomInfo") pursuant to merger transactions, in which a subsidiary of ZoomInfo Technologies Inc. merged with and into ZoomInfo Intermediate Inc. with ZoomInfo Intermediate Inc. surviving and, immediately following such merger, a subsidiary of ZoomInfo Technologies Inc. merged with and into ZoomInfo Holdings LLC ("OpCo"), a subsidiary of ZoomInfo Intermediate Inc., with OpCo surviving. The mergers resulted in the Issuer becoming a parent holding company of ZoomInfo and OpCo, but did not alter the proportionate economic interests of security holders.

F2: Prior to the Reorganization, Class P limited liability company units of OpCo ("Class P Units") were profits interests that were economically similar to a stock settled stock option. Vested Class P units were 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. In connection with the Reorganization, the Class P Units held by the Reporting Person were disposed of for a number of shares of Class A Common Stock which would have been received by the Reporting Person pursuant to the calculation described above, had the Reporting Person exchanged such Class P Units for Class A Common Stock on the date of the Reorganization. These Class P Units were fully vested.