ZoomInfo Technologies Inc. — Director's Dealing 2021

Sep 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZoomInfo Technologies Inc. (ZI)
CIK: 0001794515
Period of Report: 2021-09-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-15	Class A Common Stock	M	400000	—	Acquired	2517319	Direct
2021-09-15	Class A Common Stock	S	211974	$66.3892	Disposed	2305345	Direct
2021-09-15	Class A Common Stock	S	188026	$66.9762	Disposed	2117319	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-15	LLC Units of HSKB Funds, LLC	$	M	400000	Disposed		Class A Common Stock (400000.0)	Direct
2021-09-15	LLC Units of ZoomInfo Holdings LLC	$	M	400000	Acquired		Class A Common Stock (400000.0)	Direct
2021-09-15	LLC Units of ZoomInfo Holdings LLC	$	M	400000	Disposed		Class A Common Stock (400000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	14815232	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
LLC Units of ZoomInfo Holdings LLC	$		Class A Common Stock (9876822.0)	9876822	Indirect

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a 10b5-1 trading plan.

F2: On September 15,2021, 400,000 limited liability company units of HSKB Funds, LLC ("HSKB Units"), respectively, held directly by the Reporting Person were exchanged for limited liability company units ("OpCo Units") of ZoomInfo Holdings LLC ("OpCo") together with an equal number of shares of Class B common stock ("Class B Common Stock") of ZoomInfo Technologies Inc. ("ZoomInfo" or the "Issuer"). These OpCo Units and shares of Class B Common Stock were exchanged for shares of ZoomInfo's Class A common stock ("Class A Common Stock") which were sold as described herein.

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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $65.795 to $66.79, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $66.80 to $67.47, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F6: Reflects the Reporting Person's proportionate pecuniary interest in the securities held directly by DO Holdings (WA), LLC.

F7: 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.

F8: Each of these HSKB Units represents the economic value of one OpCo Unit. 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 are 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.