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: 2021-09-13

Reporting Person: Winn David Randall (N/A)
Reporting Person: FiveW Capital LLC (N/A)
Reporting Person: FiveW DiscoverOrg LLC (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-13	Class A Common Stock	C	10504	—	Acquired	10504	Indirect
2021-09-13	Class A Common Stock	C	320278	—	Acquired	7116756	Indirect
2021-09-13	Class A Common Stock	S	49781	$64.681	Disposed	1675259	Direct
2021-09-13	Class A Common Stock	S	8617	$64.681	Disposed	1887	Indirect
2021-09-13	Class A Common Stock	S	262740	$64.681	Disposed	6854016	Indirect
2021-09-13	Class A Common Stock	S	58881	$64.681	Disposed	1981477	Indirect
2021-09-13	Class A Common Stock	S	60237	$64.681	Disposed	2027148	Indirect
2021-09-13	Class A Common Stock	S	10901	$65.4102	Disposed	1664358	Direct
2021-09-13	Class A Common Stock	S	1887	$65.4102	Disposed	0	Indirect
2021-09-13	Class A Common Stock	S	57538	$65.4102	Disposed	6796478	Indirect
2021-09-13	Class A Common Stock	S	12894	$65.4102	Disposed	1968538	Indirect
2021-09-13	Class A Common Stock	S	13192	$65.4102	Disposed	2013956	Indirect
2021-09-14	Class A Common Stock	C	288124	—	Acquired	288124	Indirect
2021-09-14	Class A Common Stock	C	1987901	—	Acquired	8784379	Indirect
2021-09-14	Class A Common Stock	S	120601	$65.75	Disposed	1543757	Direct
2021-09-14	Class A Common Stock	J	1316558	$65.75	Disposed	7467821	Indirect
2021-09-14	Class A Common Stock	J	1436350	$65.75	Disposed	532233	Indirect
2021-09-14	Class A Common Stock	J	1058535	$65.75	Disposed	955421	Indirect
2021-09-14	Class A Common Stock	J	67956	$65.75	Disposed	220168	Indirect
2021-09-14	Class A Common Stock	J	9472	—	Disposed	0	Indirect
2021-09-14	Class A Common Stock	J	532233	—	Disposed	0	Indirect
2021-09-14	Class A Common Stock	J	129698	—	Disposed	0	Indirect
2021-09-14	Class A Common Stock	J	220168	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-13	Class C Common Stock	$	C	10504	Disposed		Class A Common Stock (10504)	Indirect
2021-09-13	Class C Common Stock	$	C	320278	Disposed		Class A Common Stock (320278)	Indirect
2021-09-14	Class C Common Stock	$	C	288124	Disposed		Class A Common Stock (288124)	Indirect
2021-09-14	Class C Common Stock	$	C	1987901	Disposed		Class A Common Stock (1987901)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	825723	Indirect
Class A Common Stock	1299040	Indirect
Class A Common Stock	6159309	Indirect

Footnotes

F1: These shares are held directly by FiveW DiscoverOrg, LLC, whose managing member is FiveW Capital LLC. D. Randall Winn is the managing member of FiveW Capital LLC and, in such capacity, may be deemed to indirectly control FiveW DiscoverOrg, LLC. However, Mr. Winn has irrevocably waived all of his power to make voting and investment decisions with respect to the shares held by FiveW DiscoverOrg, LLC and authorized Eric J. Edell to exercise voting and investment power over the shares held directly by FiveW DiscoverOrg, LLC. Each of FiveW DiscoverOrg, LLC, FiveW Capital LLC, Mr. Winn and Mr. Edell disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

F2: These shares are held directly following this offering by 22C Magellan Holdings LLC, whose two principal members are 22C DiscoverOrg Investors, LLC and 22C Capital I, L.P. 22C DiscoverOrg MM, LLC is the managing member of 22C DiscoverOrg Investors, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC.

F3: These shares are held directly by 22C Capital I-A, L.P.

F4: 22C Capital GP I, L.L.C. is the general partner of 22C Capital I, L.P. and of 22C Capital I-A, L.P. 22C Capital GP I MM LLC is the managing member of 22C Capital GP I, L.L.C. Eric J. Edell and D. Randall Winn are co-managing members of 22C DiscoverOrg Advisors, LLC and co-members of 22C Capital GP I MM LLC and, in such capacities, may be deemed to indirectly control each of 22C Magellan Holdings LLC and 22C Capital I-A, L.P. However, Mr. Winn has irrevocably waived all of his power to make voting and investment decisions with respect to the shares held by each of 22C Magellan Holdings LLC, 22C DiscoverOrg MM, LLC and by 22C Capital I-A, L.P., and authorized Mr. Edell to exercise voting and investment power over the shares held directly by each of 22C Magellan Holdings LLC, 22C DiscoverOrg MM, LLC and by 22C Capital I-A, L.P.

F5: Shares of the Issuer's Class C common stock ("Class C Common Stock") have ten votes per share and are convertible into shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis at the discretion of the holder. These conversion rights do not expire. In addition, each share of Class C Common Stock will convert automatically into one share of Class A Common Stock pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation (the "Charter"), including upon any transfer, whether or not for value, except for certain affiliate transfers described in the Charter.

F6: These shares are held directly by 22C DiscoverOrg MM, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC.

F7: Each of the 22C Capital reporting persons, Mr. Edell and Mr. Winn disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the shares for purposes of Section 16 of the Exchange Act, or for any other purpose.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.23 to $65.01, inclusive. The reporting persons undertake 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.405 to $65.425, inclusive. The reporting persons undertake 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.

F10: These shares were sold at the direction of the investors who elected cash proceeds in lieu of shares in connection with the Liquidating Distribution (as defined in footnote 11 below).

F11: These shares were distributed in-kind, pro-rata and for no additional consideration to the partners or members (as applicable) of the direct holder of the shares in connection with its liquidation of this investment (the "Liquidating Distribution").

F12: These shares are held directly by 22C DiscoverOrg Advisors, LLC.

F13: These shares are held directly by 22C Capital I, L.P.

F14: These shares are held directly by 22C DiscoverOrg Investors, LLC. 22C DiscoverOrg MM, LLC is the managing member of 22C DiscoverOrg Investors, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC.

F15: As part of the Liquidating Distribution, 825,723 shares were distributed by 22C DiscoverOrg MM, LLC to 22C DiscoverOrg Advisors, LLC, its managing member, in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 under the Exchange Act.

F16: As part of the Liquidating Distribution, a total of 7,458,349 shares were distributed by 22C Magellan Holdings LLC to 22C DiscoverOrg Investors, LLC (6,159,309 shares) and 22C Capital I, L.P. (1,299,040 shares), its two principal members, in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 under the Exchange Act.