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: Hays Joseph Christopher (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-29	Class A Common Stock	A	175434	—	Acquired	539947	Direct
2021-10-29	Class A Common Stock	A	140183	—	Acquired	680130	Direct
2021-10-29	Class A Common Stock	A	63160	—	Acquired	743290	Direct
2021-10-29	Class A Common Stock	A	280183	—	Acquired	1023473	Direct
2021-10-29	Class A Common Stock	A	61854	—	Acquired	1085327	Direct
2021-10-29	Class A Common Stock	A	63909	—	Acquired	1149236	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-29	LTIP Units of ZoomInfo Holdings LLC	$	D	175434	Disposed		Class A Common Stock (175434.0)	Direct
2021-10-29	Class P Units of ZoomInfo Holdings LLC	$4.0	D	149064	Disposed		Class A Common Stock (149064.0)	Direct
2021-10-29	Class P Units of ZoomInfo Holdings LLC	$6.56	D	70000	Disposed		Class A Common Stock (70000.0)	Direct
2021-10-29	Class P Units of ZoomInfo Holdings LLC	$6.56	D	310519	Disposed		Class A Common Stock (310519.0)	Direct
2021-10-29	Class P Units of ZoomInfo Holdings LLC	$21.0	D	90000	Disposed		Class A Common Stock (90000.0)	Direct
2021-10-29	LLC Units of ZoomInfo Holdings LLC	$	D	63909	Disposed		Class A Common Stock (63909.0)	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, LTIP Units of OpCo would, upon vesting, be automatically converted into Class A Common Units of OpCo ("OpCo Units"), together with corresponding shares of the Issuer's Class B common stock ("Class B Common Stock"), which would then be exchangeable for shares of Class A Common Stock on a one-for-one basis. In connection with the Reorganization, such LTIP Units were disposed of for the number of shares of Class A Common Stock which would have been received by the Reporting Person upon the vesting and exchange of such LTIP Units. The shares of Class A Common Stock received remain subject to the same vesting schedule that was applicable to the LTIP Units, as follows: (i) for 47,620 units (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, and (ii) the remaining 127,814 units will vest on March 1, 2024.

F3: 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.

F4: The number reflected in Table II reflects the number of Class P Units that were held by the Reporting Person. Reflects an original amount of 350,704 Class P Units, which, prior to the Reorganization, were scheduled to vest as follows: 50% vest July 1, 2020, and the remaining 50% vest in equal monthly installments during the 24 months thereafter. The shares of Class A Common Stock received in the Reorganization will vest along the same vesting schedule.

F5: The number reflected in Table II reflects the number of Class P Units that were held by the Reporting Person. Reflects an original amount of 70,000 Class P Units, which, prior to the Reorganization, were scheduled to vest as follows: 50% vest October 1, 2021, and the remaining 50% vest in equal monthly installments during the 24 months thereafter. The shares of Class A Common Stock received in the Reorganization will vest along the same vesting schedule.

F6: The number reflected in Table II reflects the number of Class P Units that were held by the Reporting Person. Reflects an original amount of 876,759 Class P Units, which, prior to the Reorganization, were scheduled to vest as follows: 50% vest February 1, 2021, and the remaining 50% vest in equal monthly installments during the 24 months thereafter. The shares of Class A Common Stock received in the Reorganization will vest along the same vesting schedule.

F7: The number reflected in Table II reflects the number of Class P Units that were held by the Reporting Person. Reflects an original amount of 90,000 Class P Units, which, prior to the Reorganization, were scheduled to 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 shares of Class A Common Stock received in the Reorganization will vest along the same vesting schedule.

F8: Prior to the Reorganization, pursuant to the terms of the limited liability company agreement for OpCo, OpCo Units and an equal number of shares of Class B Common Stock, together were 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. In connection with the Reorganization, the OpCo 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 OpCo Units for Class A Common Stock prior to the date of the Reorganization.